Common use of Agreement to Deliver Security Documents Clause in Contracts

Agreement to Deliver Security Documents. (a) At all times the Secured Obligations shall be secured by second and prior Liens (subject only to Permitted Liens and Liens in favor of the First Lien Administrative Agent to secure the First Lien Indebtedness) covering and encumbering (i) the Minimum Collateral Amount, (ii) all of the issued and outstanding Equity of Borrower, each Domestic Subsidiary of Borrower, and each Domestic Subsidiary of Parent, (iii) 65% of the issued and outstanding Equity of each First-Tier Foreign Subsidiary, and (iv) all other personal property of the Restricted Persons. On the Closing Date, the Credit Parties shall deliver to Administrative Agent for the ratable benefit of each Lender, Security Documents covering the foregoing, each in form and substance acceptable to Administrative Agent. (b) To the extent necessary to comply with the first sentence of Section 6.16(a), contemporaneously with each Redetermination Date, Borrower and the other Restricted Persons shall execute and deliver to Administrative Agent, for the ratable benefit of each Lender, Security Documents covering the Minimum Collateral Amount, in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such Restricted Person (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by this Section 6.16. (c) Borrower also agrees to deliver favorable title opinions or updates of title opinions from legal counsel acceptable to Administrative Agent with respect to Oil and Gas Properties described in subsection (b) immediately above to which are attributable to the Minimum Collateral Amount and confirming that such Restricted Person has good and defensible title to such properties and interests, free and clear of all Liens other than Permitted Liens. (d) In the event that the Borrower or any Restricted Person intends to grant any Lien on any Property to secure any First Lien Indebtedness, the Borrower will, and will cause the Restricted Persons to, concurrently grant to the Administrative Agent to secure the Obligations a second Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent to the extent a second Lien has not already been granted to the Administrative Agent on such Property. In connection therewith, the Borrower shall, or shall cause the Restricted Persons to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. The Borrower will cause any Restricted Person guaranteeing any First Lien Indebtedness to contemporaneously guarantee the Obligations pursuant to Security Documents reasonably satisfactory to the Administrative Agent.

Agreement to Deliver Security Documents. (a) At all times the Secured Obligations shall be secured by second first and prior Liens (subject only to Permitted Liens and Liens in favor of the First Lien Administrative Agent to secure the First Lien IndebtednessLiens) covering and encumbering (i) the Minimum Collateral Amount, (ii) all of the issued and outstanding Equity of Borrower, each Domestic Subsidiary of Borrower, and each Domestic Subsidiary of Parent, (iii) 65% of the issued and outstanding Equity of each First-Tier Foreign Subsidiary, and (iv) all other personal property of the Restricted Persons. On the Closing Date, the Credit Parties Borrower and its Subsidiaries shall deliver to Administrative Agent for the ratable benefit of each Lender, Security Documents covering the foregoing, each in form and substance acceptable to Administrative Agent.. Beginning 45 days after the Closing Date, the Restricted Persons shall maintain all of their operating deposit accounts (excluding any existing or future 1031 accounts) with Xxxxx Fargo Bank, N.A. (b) To the extent necessary to comply with the first sentence of Section 6.16(a), contemporaneously with within 30 days after each Redetermination Determination Date, Borrower and the other Restricted Persons its Subsidiaries shall execute and deliver to Administrative Agent, for the ratable benefit of each Lender, Security Documents covering the Minimum Collateral Amountdeeds of trust, mortgages, chattel mortgages, security agreements and financing statements in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such Restricted Person Subsidiary (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by this Section 6.16. (c) Borrower also agrees to deliver favorable title opinions or updates of title opinions from legal counsel acceptable to Administrative Agent with respect to Oil and Gas Properties described in subsection (b) immediately above to which are attributable to the Minimum Collateral Amount and confirming that such Restricted Person has good and defensible title to such properties and interests, free and clear of all Liens other than Permitted Liens. (d) In the event that the Borrower or any Restricted Person intends to grant any Lien on any Property to secure any First Lien Indebtedness, the Borrower will, and will cause the Restricted Persons to, concurrently grant to the Administrative Agent to secure the Obligations a second Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent to the extent a second Lien has not already been granted to the Administrative Agent on such Property. In connection therewith, the Borrower shall, or shall cause the Restricted Persons to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. The Borrower will cause any Restricted Person guaranteeing any First Lien Indebtedness to contemporaneously guarantee the Obligations pursuant to Security Documents reasonably satisfactory to the Administrative Agent.

Agreement to Deliver Security Documents. (a) At all times the Secured Obligations shall be secured by second first and prior Liens (subject only to Permitted Liens and Liens in favor of the First Lien Administrative Agent to secure the First Lien IndebtednessLiens) covering and encumbering (i) prior to the BB Activation Date, substantially all Oil and Gas Properties of the Restricted Persons, (ii) on and after the BB Activation Date, the Minimum Collateral Amount, (iiiii) all of the issued and outstanding Equity of Borrower, each Domestic Subsidiary of Borrower, and each Domestic Subsidiary of Parent, (iiiiv) 65% of the issued and outstanding Equity of each First-Tier Foreign SubsidiarySystems owned by any Restricted Person or otherwise included in the Borrowing Base, and (ivv) all other personal property of the Restricted Persons. On the Closing Date, the Credit Parties each Restricted Person shall deliver to Administrative Agent for the ratable benefit of each Lender, Security Documents covering the foregoing, each in form and substance acceptable to Administrative Agent. (b) To the extent necessary to comply with the first sentence of Section 6.16(a)) and without limitation thereof, contemporaneously with on the BB Activation Date and on each Redetermination DateDetermination Date thereafter, Borrower and the other Restricted Persons shall execute and deliver to Administrative Agent, for the ratable benefit of each Lender, Security Documents covering the Minimum Collateral Amount, in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such each Restricted Person (as applicable) together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by this Section 6.16. (c) Borrower also agrees to deliver favorable title opinions or updates of title opinions from legal counsel reasonably acceptable to Administrative Agent (or other title information satisfactory to Administrative Agent in its discretion) with respect to Oil and Gas at least eighty (80%) of the Present Value of the Proved Reserves that comprise the Borrowing Base Properties described in subsection (b) immediately above to which are attributable to the Minimum Collateral Amount and confirming that such Restricted Person has good and defensible title to such properties and interests, free and clear of all Liens other than Permitted Liens. (d) In the event that the Borrower or any Restricted Person intends to grant any Lien on any Property to secure any First Lien Indebtedness, the Borrower will, and will cause the Restricted Persons to, concurrently grant to the Administrative Agent to secure the Obligations a second Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent to the extent a second Lien has not already been granted to the Administrative Agent on such Property. In connection therewith, the Borrower shall, or shall cause the Restricted Persons to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. The Borrower will cause any Restricted Person guaranteeing any First Lien Indebtedness to contemporaneously guarantee the Obligations pursuant to Security Documents reasonably satisfactory to the Administrative Agent.