Agreement to Pledge. (a) In connection with each redetermination of the Borrowing Base, each Credit Party shall, and shall cause its Subsidiaries that is a Credit Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security Interest do not represent at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than any Original Mortgaged Properties which are Disposed of as permitted under Section 6.13), then each Credit Party shall, and shall cause each of its Subsidiaries that is a Credit Party to, grant to the Administrative Agent within thirty (30) days of the date the Reserve Report for such redetermination is required to be delivered (subject to the last sentence of this clause (a)), as security for the Obligations an Acceptable Security Interest on such Oil and Gas Properties not already subject to an Acceptable Security Interest such that after giving effect thereto, the Oil and Gas Properties subject to an Acceptable Security Interest will constitute at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than such Original Mortgaged Properties which are Disposed of as permitted under Section 6.13). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (i) the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, and (ii) in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisition.
Appears in 4 contracts
Samples: Credit Agreement (Unit Corp), Credit Agreement (Unit Corp), Credit Agreement (Unit Corp)
Agreement to Pledge. (a) In connection with each redetermination of the Borrowing Base, each Credit Party shall, and shall cause its Subsidiaries that is a Credit Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security Interest do not represent at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than any Original Mortgaged Properties which are Disposed of as permitted under Section 6.13), then each Credit Party The Borrower shall, and shall cause each of its Subsidiaries that is a Credit Party Subsidiary (other than (a) the Entrada Entities, unless CIECO Debt Termination has occurred, and (b) any Non-Guarantor Subsidiary) to, grant to the Administrative Agent an Acceptable Security Interest in any Property of the Borrower or such Subsidiary now owned or hereafter acquired, including Borrowing Base Properties and Proven Reserves attributable thereto, promptly after receipt of a written request from the Administrative Agent; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower and such Subsidiaries shall not be required to grant an Acceptable Security Interest in any Borrowing Base Properties that constitute more than 90% (by value) of Borrowing Base Properties and Proven Reserves attributable thereto (but in no event shall the Administrative Agent have an Acceptable Security Interest in less than 90% (by value) of all such Borrowing Base Properties and Proven Reserves attributable thereto). Notwithstanding the foregoing, neither the Borrower nor any of its Subsidiaries shall be required to grant an Acceptable Security Interest in (y) its ownership interest in and to Medusa Spar, LLC or (z) its ownership in and to (i) the Entrada Assets or (ii) any equity interests of any Entrada Entity (for so long as such Entrada Entity does not own any material or significant asset other than Entrada Assets), unless the Borrower has notified the Administrative Agent, in writing, that it has elected to include such Entrada Assets or any other assets owned by such Entrada Entity as a portion of the Borrowing Base or, with respect to any equity interest described in clause (ii), CIECO Debt Termination has occurred. In addition to the foregoing and within thirty (30) days of the date Closing Date, the Reserve Report for such redetermination is required to be delivered (subject Borrower shall, and/or shall cause each Subsidiary to, grant to the last sentence of this clause (a)), as security for the Obligations Administrative Agent an Acceptable Security Interest on in its interests in (i) the ExL Properties in Permian Basin (Texas) and (ii) the Haynesville Shale (Louisiana), to the extent necessary such Oil and Gas Properties not already subject to that Administrative Agent shall have an Acceptable Security Interest such that after giving effect in and to not less than 90%, in the aggregate, of the present value of all Borrowing Base Properties of the Borrower and the Guarantors and Proven Reserves attributable thereto, including such properties described in the Oil and Gas Properties subject to an Acceptable Security Interest will constitute at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than such Original Mortgaged Properties which are Disposed of as permitted under Section 6.13). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, immediately preceding clauses (i) the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, and (ii) in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisition).
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Agreement to Pledge. As and when required under the Security Agreement, any other Security Document or hereunder (a) In connection with each redetermination of and subject to the Borrowing Baseterms hereof and thereof (including any exceptions, limitations and time periods provided herein and therein), each Credit Party shall, and shall cause its Subsidiaries that is a Credit Party each Unrestricted Subsidiary to, review its respective Oil and Gas Properties grant to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In Collateral Trustee, for the event that benefit of the Oil and Gas Properties subject to Secured Parties, an Acceptable Security Interest do not represent at least 90% (subject to Section 4.47(c)) in any Property of such Credit Party or, in the case of such Unrestricted Subsidiary, the Equity Interests of each Domestic Subsidiary of such Unrestricted Subsidiary (in each case, other than Excluded Property) now owned or hereafter acquired, including without limitation, (i) each Credit Party shall execute and deliver to the Collateral Trustee (or any successor entity thereof) for the benefit of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% Secured Parties hereunder, deposit account control agreements for each of the Original Mortgaged Properties their Deposit Accounts (other than Excluded Deposit/Security Accounts as defined in the Security Agreement) in accordance with Section 5.1 of the Security Agreement and (ii) the Company shall deliver, or shall cause each Unrestricted Subsidiary to deliver, to the Collateral Trustee (or any Original Mortgaged Properties which are Disposed successor entity thereof) for the benefit of as permitted under Section 6.13the Secured Parties hereunder, certificates representing all of the Equity Interests owned by the Company, any other Credit Party or any Unrestricted Subsidiary (in each case, other than Excluded Property), then together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the Company, such other Credit Party or such Unrestricted Subsidiary, as applicable; provided, that the requirement to deliver any certificates representing the Equity Interests owned by the Company, any other Credit Party or any Unrestricted Subsidiary and the undated stock power or other appropriate instruments of transfer required under this clause (ii) shall be subject to Section 4.47(c). The Company shall deliver to the Collateral Trustee insurance certificates naming Collateral Trustee as additional insured, or loss payee, as applicable, and evidencing insurance which meets the requirements of this Indenture and the Security Documents. For the avoidance of doubt, each Credit Party shallshall pledge to the Collateral Trustee, for the benefit of the Secured Parties, all of the Equity Interests that it owns in any Unrestricted Subsidiary (to the extent not constituting Excluded Property) and shall cause each of its Unrestricted Subsidiaries to pledge all of the Equity Interests that is a Credit Party to, grant it owns in any Unrestricted Subsidiary (to the Administrative Agent within thirty (30) days of the date the Reserve Report for such redetermination is required to be delivered (extent not constituting Excluded Property), in each case, subject to the last sentence of this clause (aSection 4.47(c)), as security for the Obligations an Acceptable Security Interest on such Oil and Gas Properties not already subject to an Acceptable Security Interest such that after giving effect thereto, the Oil and Gas Properties subject to an Acceptable Security Interest will constitute at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than such Original Mortgaged Properties which are Disposed of as permitted under Section 6.13). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (i) the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, and (ii) in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisition.
Appears in 1 contract
Samples: Warrant Agreement (Gevo, Inc.)
Agreement to Pledge. (a) In connection with each redetermination of the Borrowing Base, each Credit Party shall, and shall cause its Subsidiaries that is a Credit Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security Interest do not represent at least 90% eighty percent (80%) of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than any Original Mortgaged Properties which are Disposed of as permitted under Section 6.13)thereto, then each Credit Party shall, and shall cause each of its Subsidiaries that is a Credit Party to, grant to the Administrative Agent within thirty (30) days of the date the Reserve Report for such redetermination is required to be delivered (subject to the last sentence of this clause (a)), as security for the Obligations an Acceptable Security Interest on such Oil and Gas Properties not already subject to an Acceptable Security Interest such that after giving effect thereto, the Oil and Gas Properties subject to an Acceptable Security Interest will constitute at least 90% eighty percent (80%) of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than such Original Mortgaged Properties which are Disposed of as permitted under Section 6.13)thereto. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (i) the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, and (ii) in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisition.
Appears in 1 contract
Samples: Credit Agreement (Unit Corp)
Agreement to Pledge. (a) In connection with each redetermination If, prior to the Investment Grade Date, as of the Borrowing Baselast day of any March, each Credit Party shallJune, September or December during the term of this Agreement, the Borrower or any Material Subsidiary or any Holdco Entity now owned or hereafter acquired becomes the owner of (i) any Specified Deposit Account or (ii) any other Property which is not subject to a Lien securing the Obligations and the value of such Property, when aggregated with the value of all other Property of the Borrower or any Material Subsidiary or any Holdco Entity not subject to a Lien securing the Obligations, exceeds the Material Collateral Threshold, then before the expiration of 30 days (as such date may be extended by the Administrative Agent in its sole discretion) after such last day of the applicable March, June, September or December, the Borrower will, and shall will cause its Material Subsidiaries that is a Credit Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security Interest do not represent at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than any Original Mortgaged Properties which are Disposed of as permitted under Section 6.13), then each Credit Party shall, and shall cause each of its Subsidiaries that is a Credit Party Holdco Entities to, grant to the Administrative Agent within thirty (30) days of the date the Reserve Report for such redetermination is required to be delivered (subject to the last sentence of this clause (a)), as security for the Obligations an Acceptable Security Interest on in such Oil and Gas Properties Specified Deposit Account or with respect to such other Property, certain Property of the Borrower or any Material Subsidiary or any Holdco Entity such that the value of any Property which is not already subject to a Lien securing the Obligations no longer exceeds the Material Collateral Threshold; provided however, the Borrower, its Material Subsidiaries and the Holdco Entities will not be required to grant to the Administrative Agent an Acceptable Security Interest such in any Property of the Borrower or any Material Subsidiary or any Holdco Entity hereafter acquired that after giving effect thereto, exceeds the Oil Material Collateral Threshold if the Administrative Agent determines in its sole discretion that the relative burdens and Gas Properties subject to expense of obtaining an Acceptable Security Interest will constitute at least 90% in such Property outweigh the relative benefits of obtaining an Acceptable Security Interest in such Property; provided that neither Borrower, nor any applicable Subsidiary nor any Holdco Entity shall be required to pledge the Proved Hydrocarbon Equity Interests of any JV Entity owned by the Borrower, such Subsidiary or such Holdco Entity; and provided further however that neither Borrower nor any applicable Subsidiary nor any Holdco Entity shall be required to grant any Acceptable Security Interest in any real property interest that is subject to the Oil Third Party Consent Limitation. Additionally, if after the date of this Agreement the Borrower, any of its Material Subsidiaries or any Holdco Entity purchases fee title to any real property, the Borrower or such Material Subsidiary or such Holdco Entity shall obtain Acceptable Surveys and Gas Properties relating thereto and 100% Acceptable Title Commitments in respect of the Original Mortgaged Properties all such acquired real property (other than such Original Mortgaged Properties which are Disposed (x) the Excluded Property and (y) real property that consists merely of as permitted under Section 6.13pipelines or gathering lines). All such Liens will be created and perfected by and , in accordance with the provisions of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory each case to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (i) extent requested by the Administrative Agent in its sole discretion may agree to a later date for the Agent. Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, and (ii) in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisition.Agreement
Appears in 1 contract
Samples: Credit Agreement (HF Sinclair Corp)
Agreement to Pledge. (a) In connection with each redetermination of the Borrowing Base, each Credit Party shall, and shall cause its Subsidiaries that is a Credit Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security Interest do not represent at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than any Original Mortgaged Properties which are Disposed of as permitted under Section 6.13), then each Credit Party The Borrower shall, and shall cause each of its Subsidiaries that is a Credit Party Restricted Subsidiary to, grant to the Administrative Agent within thirty (30) days of the date the Reserve Report for such redetermination is required to be delivered (subject to the last sentence of this clause (a)), as security for the Obligations an Acceptable Security Interest on in any Property of the Borrower or any Restricted Subsidiary now owned or hereafter acquired promptly after receipt of a written request from the Administrative Agent; provided that (a) unless an Event of Default has occurred and is continuing and other than as provided in clause (c) below, in no event shall the Administrative Agent be permitted to request or the Borrower be required to grant an Acceptable Security Interest in any Oil and Gas Properties that exceeds 90% (by value) of all of the Borrower's and its Restricted Subsidiaries' Proven Reserves and Oil and Gas Properties, (b) the Borrower shall cause the Administrative Agent to, at all times and without any requirement of a written request from the Administrative Agent, have an Acceptable Security Interest in at least 90% (by value) of all of the Borrower's and its Restricted Subsidiaries' Proven Reserves and Oil and Gas Properties, (c) the Borrower shall cause the Administrative Agent to, at all times and without any requirement of a written request from the Administrative Agent, have an Acceptable Security Interest in all of the Borrower's and its Restricted Subsidiaries' Oil and Gas Properties located in Kingfisher County, Oklahoma, (d) the Borrower shall not be required to xxxxx x Xxxx encumbering more than 66% of the outstanding Voting Securities in any Foreign Subsidiary unless the granting of such Lien would not result in a material adverse tax consequence to the Borrower or any of its Restricted Subsidiaries, and (e) the Borrower shall not be required to xxxxx x Xxxx encumbering Equity Interests of Unrestricted Subsidiaries that are scheduled as provided in the Security Agreement. If an Event of Default has occurred and is continuing, the Administrative Agent is permitted to request, and the Borrower shall be required to promptly (but in any event within three Business Days after Administrative Agent delivers the Borrower a form of Mortgage for such Oil and Gas Properties not already subject to (other than any exhibits or schedules thereto)) grant an Acceptable Security Interest such that after giving effect thereto, in substantially all of the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties subject to an Acceptable Security Interest will constitute at least 90% of the Proved Hydrocarbon Interests and the (whether or not such Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than such Original Mortgaged Properties which are Disposed of as permitted under Section 6.13constitute Proven Reserves). All such Liens will be created and perfected by and in accordance with the provisions Such form of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (i) the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, and (ii) Mortgage shall reaffirm any Acceptable Security Interest granted in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisitionOil and Gas Property prior thereto.
Appears in 1 contract
Agreement to Pledge. (a) In connection with each redetermination of the Borrowing Base, each Credit Party shall, and shall cause its Subsidiaries that is a Credit Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security Interest do not represent at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than any Original Mortgaged Properties which are Disposed of as permitted under Section 6.13), then each Credit Party The Borrower shall, and shall cause each of its Subsidiaries that is a Credit Party Restricted Subsidiary to, grant to the Administrative Agent within thirty (30) days of the date the Reserve Report for such redetermination is required to be delivered (subject to the last sentence of this clause (a)), as security for the Obligations an Acceptable Security Interest on in any Property of the Borrower or any Restricted Subsidiary now owned or hereafter acquired promptly after receipt of a written request from the Administrative Agent; provided that, (a) unless an Event of Default has occurred and is continuing, in no event shall the Administrative Agent be permitted to request or the Borrower be required to grant an Acceptable Security Interest in any Oil and Gas Properties constituting Proven Reserves that exceeds 90% (by value) (or such greater percentage if required under any Second Lien Loan Document) of all of the Borrower's and its Restricted Subsidiaries' Proven Reserves and Oil and Gas Properties, (b) the Borrower shall cause the Administrative Agent to, at all times and without any requirement of a written request from the Administrative Agent, have an Acceptable Security Interest in at least 90% (by value) (or such greater percentage if required under any Second Lien Loan Document) of all of the Borrower's and its Restricted Subsidiaries' Oil and Gas Properties attributable to Proven Reserves and (c) the Borrower shall cause the Administrative Agent to, at all times and without any requirement of a written request from the Administrative Agent, have an Acceptable Security Interest in all of the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties located in Kingfisher County, Oklahoma, that are not attributable to Proven Reserves. If an Event of Default has occurred and is continuing, the Administrative Agent is permitted to request, and the Borrower shall be required to promptly (but in any event within three Business Days after Administrative Agent delivers the Borrower a form of Mortgage for such Oil and Gas Properties not already subject to (other than any exhibits or schedules thereto)) grant an Acceptable Security Interest such that after giving effect thereto, in all of the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties subject to an Acceptable Security Interest will constitute at least 90% of the Proved Hydrocarbon Interests and the (whether or not such Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than such Original Mortgaged Properties which are Disposed of as permitted under Section 6.13constitute Proven Reserves). All such Liens will be created and perfected by and in accordance with the provisions Such form of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (i) the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, and (ii) Mortgage shall reaffirm any Acceptable Security Interest granted in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisitionOil and Gas Property prior thereto.
Appears in 1 contract
Agreement to Pledge. (a) In connection with each redetermination If, prior to the Investment Grade Date, as of the Borrowing Baselast day of any March, each Credit Party shallJune, September or December during the term of this Agreement, the Borrower or any Material Subsidiary or any Holdco Entity now owned or hereafter acquired becomes the owner of (i) any Specified Deposit Account or (ii) any other Property which is not subject to a Lien securing the Obligations and the value of such Property, when aggregated with the value of all other Property of the Borrower or any Material Subsidiary or any Holdco Entity not subject to a Lien securing the Obligations, exceeds the Material Collateral Threshold, then before the expiration of 30 days (as such date may be extended by the Administrative Agent in its sole discretion) after such last day of the applicable March, June, September or December, the Borrower will, and shall will cause its Material Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement Subsidiaries that is a Credit Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security Interest do not represent at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than any Original Mortgaged Properties which are Disposed of as permitted under Section 6.13), then each Credit Party shall, and shall cause each of its Subsidiaries that is a Credit Party Holdco Entities to, grant to the Administrative Agent within thirty (30) days of the date the Reserve Report for such redetermination is required to be delivered (subject to the last sentence of this clause (a)), as security for the Obligations an Acceptable Security Interest on in such Oil and Gas Properties Specified Deposit Account or with respect to such other Property, certain Property of the Borrower or any Material Subsidiary or any Holdco Entity such that the value of any Property which is not already subject to a Lien securing the Obligations no longer exceeds the Material Collateral Threshold; provided however, the Borrower, its Material Subsidiaries and the Holdco Entities will not be required to grant to the Administrative Agent an Acceptable Security Interest such in any Property of the Borrower or any Material Subsidiary or any Holdco Entity hereafter acquired that after giving effect thereto, exceeds the Oil Material Collateral Threshold if the Administrative Agent determines in its sole discretion that the relative burdens and Gas Properties subject to expense of obtaining an Acceptable Security Interest will constitute at least 90% in such Property outweigh the relative benefits of obtaining an Acceptable Security Interest in such Property; provided that (a) neither Borrower, nor any applicable Subsidiary nor any Holdco Entity shall be required to pledge the Proved Hydrocarbon Equity Interests of any JV Entity owned by the Borrower, such Subsidiary or such Holdco Entity; and provided further however that neither Borrower nor any applicable Subsidiary nor any Holdco Entity shall be required to grant any Acceptable Security Interest in any real property interest that is subject to the Oil Third Party Consent Limitation. Additionally, if after the date of this Agreement the Borrower, any of its Material Subsidiaries or any Holdco Entity purchases fee title to any real property, the Borrower or such Material Subsidiary or such Holdco Entity shall obtain Acceptable Surveys and Gas Properties relating thereto and 100% Acceptable Title Commitments in respect of the Original Mortgaged Properties all such acquired real property (other than such Original Mortgaged Properties which are Disposed of as permitted under Section 6.13). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (ix) the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, Excluded Property and (iiy) in any event, if the Borrowing Base is to be redetermined on the date real property that consists merely of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisitionpipelines or gathering lines).
Appears in 1 contract
Agreement to Pledge. (a) In connection with each redetermination of the Borrowing Base, each Credit Party shall, and shall cause its Subsidiaries that is a Credit Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security Interest do not represent at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than any Original Mortgaged Properties which are Disposed of as permitted under Section 6.13), then each Credit Party The Borrower shall, and shall cause each of its Subsidiaries that is a Credit Party Restricted Subsidiary to, grant to the Administrative Agent within thirty (30) days of the date the Reserve Report for such redetermination is required to be delivered (subject to the last sentence of this clause (a)), as security for the Obligations an Acceptable Security Interest on in any Property of the Borrower or any Restricted Subsidiary now owned or hereafter acquired promptly after receipt of a written request from the Administrative Agent; provided that (a) unless an Event of Default has occurred and is continuing and other than as provided in clause (c) below, in no event shall the Administrative Agent be permitted to request or the Borrower be required to grant an Acceptable Security Interest in any Oil and Gas Properties that exceeds 90% (by value) of the PV-10 of all of the Borrower’s and its Restricted Subsidiaries’ Proven Reserves and Oil and Gas Properties, (b) the Borrower shall cause the Administrative Agent to, at all times and without any requirement of a written request from the Administrative Agent, have an Acceptable Security Interest in at least 90% (by value) of the PV-10 of all of the Borrower’s and its Restricted Subsidiaries’ Proven Reserves and Oil and Gas Properties, (c) the Borrower shall cause the Administrative Agent to, at all times and without any requirement of a written request from the Administrative Agent, have an Acceptable Security Interest in all of the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties located in Kingfisher County, Oklahoma, (d) the Borrower shall not be required to xxxxx x Xxxx encumbering more than 66% of the outstanding Voting Securities in any Foreign Subsidiary unless the granting of such Lien would not result in a material adverse Tax consequence to the Borrower or any of its Restricted Subsidiaries, and (e) the Borrower shall not be required to xxxxx x Xxxx encumbering Equity Interests of Unrestricted Subsidiaries that are scheduled as provided in the Security Agreement. If an Event of Default has occurred and is continuing, the Administrative Agent is permitted to request, and the Borrower shall be required to promptly (but in any event within three Business Days after Administrative Agent delivers the Borrower a form of Mortgage for such Oil and Gas Properties not already subject to (other than any exhibits or schedules thereto)) grant an Acceptable Security Interest such that after giving effect thereto, in substantially all of the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties subject to an Acceptable Security Interest will constitute at least 90% of the Proved Hydrocarbon Interests and the (whether or not such Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than such Original Mortgaged Properties which are Disposed of as permitted under Section 6.13constitute Proven Reserves). All such Liens will be created and perfected by and in accordance with the provisions Such form of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (i) the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, and (ii) Mortgage shall reaffirm any Acceptable Security Interest granted in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisitionOil and Gas Property prior thereto.
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Agreement to Pledge. (a) In connection with each redetermination If, prior to the Investment Grade Date, as of the Borrowing Baselast day of any March, each Credit Party shallJune, September or December during the term of this Agreement, the Borrower or any Material Subsidiary or any Holdco Entity now owned or hereafter acquired becomes the owner of (i) any Specified Deposit Account or (ii) any other Property which is not subject to a Lien securing the Obligations and the value of such Property, when aggregated with the value of all other Property of the Borrower or any Material Subsidiary or any Holdco Entity not subject to a Lien securing the Obligations, exceeds the Material Collateral Threshold, then before the expiration of 30 days (as such date may be extended by the Administrative Agent in its sole discretion) after such last day of the applicable March, June, September or December, the Borrower will, and shall will cause its Material Subsidiaries that is a Credit Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security Interest do not represent at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than any Original Mortgaged Properties which are Disposed of as permitted under Section 6.13), then each Credit Party shall, and shall cause each of its Subsidiaries that is a Credit Party Holdco Entities to, grant to the Administrative Agent within thirty (30) days of the date the Reserve Report for such redetermination is required to be delivered (subject to the last sentence of this clause (a)), as security for the Obligations an Acceptable Security Interest on in such Oil and Gas Properties Specified Deposit Account or with respect to such other Property, certain Property of the Borrower or any Material Subsidiary or any Holdco Entity such that the value of any Property which is not already subject to a Lien securing the Obligations no longer exceeds the Material Collateral Threshold; provided however, the Borrower, its Material Subsidiaries and the Holdco Entities will not be required to grant to the Administrative Agent an Acceptable Security Interest such in any Property of the Borrower or any Material Subsidiary or any Holdco Entity hereafter acquired that after giving effect thereto, exceeds the Oil Material Collateral Threshold if the Administrative Agent determines in its sole discretion that the relative burdens and Gas Properties subject to expense of obtaining an Acceptable Security Interest will constitute at least 90% in such Property outweigh the relative benefits of obtaining an Acceptable Security Interest in such Property; provided that (a) neither Borrower, nor any applicable Subsidiary nor any Holdco Entity shall be required to pledge the Proved Hydrocarbon Equity Interests of any JV Entity owned by the Borrower, such Subsidiary or such Holdco Entity; and provided further however that neither Borrower nor any applicable Subsidiary nor any Holdco Entity shall be required to grant any Acceptable Security Interest in any real property interest that is subject to the Oil Third Party Consent Limitation. Additionally, if after the date of this Agreement the Borrower, any of its Material Subsidiaries or any Holdco Entity purchases fee title to any real property, the Borrower or such Material Subsidiary or such Holdco Entity shall obtain Acceptable Surveys and Gas Properties relating thereto and 100% Acceptable Title Commitments in respect of the Original Mortgaged Properties all such acquired real property (other than such Original Mortgaged Properties which are Disposed of as permitted under Section 6.13). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (ix) the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, Excluded Property and (iiy) in any event, if the Borrowing Base is to be redetermined on the date real property that consists merely of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisitionpipelines or gathering lines).
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Agreement to Pledge. (a) In connection with each redetermination If, prior to the Investment Grade Date, as of the Borrowing Baselast day of any March, each Credit Party shallJune, September or December during the term of this Agreement, the Borrower or any Material Subsidiary or any Holdco Entity now owned or hereafter acquired becomes the owner of (i) any Specified Deposit Account or (ii) any other Property which is not subject to a Lien securing the Obligations and the value of such Property, when aggregated with the value of all other Property of the Borrower or any Material Subsidiary or any Holdco Entity not subject to a Lien securing the Obligations, exceeds the Material Collateral Threshold, then before the expiration of 30 days (as such date may be extended by the Administrative Agent in its sole discretion) after such last day of the applicable March, June, September or December, the Borrower will, and shall will cause its Material Subsidiaries that is a Credit Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security Interest do not represent at least 90% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% of the Original Mortgaged Properties (other than any Original Mortgaged Properties which are Disposed of as permitted under Section 6.13), then each Credit Party shall, and shall cause each of its Subsidiaries that is a Credit Party Holdco Entities to, grant to the Administrative Agent within thirty (30) days of the date the Reserve Report for such redetermination is required to be delivered (subject to the last sentence of this clause (a)), as security for the Obligations an Acceptable Security Interest on in such Oil and Gas Properties Specified Deposit Account or with respect to such other Property, certain Property of the Borrower or any Material Subsidiary or any Holdco Entity such that the value of any Property which is not already subject to a Lien securing the Obligations no longer exceeds the Material Collateral Threshold; provided however, the Borrower, its Material Subsidiaries and the Holdco Entities will not be required to grant to the Administrative Agent an Acceptable Security Interest such in any Property of the Borrower or any Material Subsidiary or any Holdco Entity hereafter acquired that after giving effect thereto, exceeds the Oil Material Collateral Threshold if the Administrative Agent determines in its sole discretion that the relative burdens and Gas Properties subject to expense of obtaining an Acceptable Security Interest will constitute at least 90% in such Property outweigh the relative benefits of obtaining an Acceptable Security Interest in such Property; provided that neither Borrower, nor any applicable Subsidiary nor any Holdco Entity shall be required to pledge the Proved Hydrocarbon Equity Interests of any JV Entity owned by the Borrower, such Subsidiary or such Holdco Entity; and provided further however that neither Borrower nor any applicable Subsidiary nor any Holdco Entity shall be required to grant any Acceptable Security Interest in any real property interest that is subject to the Oil Third Party Consent Limitation. Additionally, if after the date of this Agreement the Borrower, any of its Material Subsidiaries or any Holdco Entity purchases fee title to any real property, the Borrower or such Material Subsidiary or such Holdco Entity shall obtain Acceptable Surveys and Gas Properties relating thereto and 100% Acceptable Title Commitments in respect of the Original Mortgaged Properties all such acquired real property (other than such Original Mortgaged Properties which are Disposed (x) the Excluded Property and (y) real property that consists merely of as permitted under Section 6.13pipelines or gathering lines). All such Liens will be created and perfected by and , in accordance with the provisions of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory each case to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (i) extent requested by the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, and (ii) in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisitionAgent.
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Agreement to Pledge. (a) In connection with each redetermination of the Borrowing Base, each Credit Party The Borrower shall, and shall cause its Subsidiaries that is a Credit Party each material Subsidiary to, review its respective Oil and Gas Properties (a) grant to ascertain whether such Oil and Gas Properties are subject to the Administrative Agent an Acceptable Security InterestInterest in all personal Property of the Borrower or any Subsidiary now owned or hereafter acquired, including without limitation (x) 100% of the Equity Interests owned in each direct or indirect Subsidiary of the Borrower and (y) 100% of the Equity Interests directly owned by the Borrower or any Subsidiary in the Joint Venture or any Subsidiary of the Joint Venture, together with any necessary or desirable consents to such pledge and reasonably requested opinions of counsel with respect thereto, (b) (i) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion) and (ii) with the delivery of each Engineering Report under Section 5.06(g), grant to the Administrative Agent an Acceptable Security Interest in at least 85% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted and (c) on or prior to the date that is thirty (30) days following the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), grant to the Administrative Agent an Acceptable Security Interest in the Buckeye CO2 Plant and if requested by the Administrative Agent, provide an opinion of local counsel covering the Security Instrument pursuant to which such Acceptable Security Interest is granted. In the event that the Oil and Gas Properties subject to Administrative Agent does not have an Acceptable Security Interest do not represent in at least 9085% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% PV-10 of the Original Mortgaged Properties (other than any Original Mortgaged Properties which are Disposed Proven Reserves of as permitted under Section 6.13)the Borrower and its Subsidiaries based on its most recently delivered Engineering Report, then each Credit Party the Borrower shall, and shall cause each of its the Subsidiaries that is a Credit Party to, grant to the Administrative Agent grant, within thirty (30) days of delivery of the Engineering Report under Section 5.06(g) (or such later date as the Reserve Report for such redetermination is required to be delivered (subject Administrative Agent may agree in its sole discretion), to the last sentence of this clause (a)), as security for the Obligations Administrative Agent an Acceptable Security Interest on such Oil in additional Proven Reserves of the Borrower and Gas Properties its Subsidiaries not already subject to an Acceptable Security Interest such that after giving effect thereto, thereto the Oil and Gas Properties subject to Administrative Agent will have an Acceptable Security Interest will constitute in at least 9085% of the Proved Hydrocarbon Interests and the Oil and Gas Properties relating thereto and 100% PV-10 of the Original Mortgaged Properties (other than such Original Mortgaged Properties which are Disposed Proven Reserves of as permitted under Section 6.13). All such Liens will be created the Borrower and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. Notwithstanding the foregoing, (i) the Administrative Agent in its sole discretion may agree to a later date for the Credit Parties to comply with this clause (a) so long as such later date is no later than 60 days after the otherwise required date, and (ii) in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements on this clause (a) shall be satisfied on the date of such acquisitionSubsidiaries.
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