Common use of Collateral and Guarantees Clause in Contracts

Collateral and Guarantees. (a) Prior to the Collateral Release Date, deliver and cause each Subsidiary Guarantor to deliver, to further secure the Obligations, whenever requested by Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, flood hazard certification, title searches, financing statements and other Security Documents in form and substance satisfactory to Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests, subject only to Liens permitted under the Loan Documents, on all real or personal property now owned or hereafter acquired by such Person, together with such officers certificates and legal opinions as requested by Administrative Agent to evidence the authorization, validity and enforceability of such documents. In furtherance thereof, the Borrower shall (i) notify Administrative Agent at least 15 days or such lesser time as may be reasonably acceptable to the Administrative Agent prior to any acquisition (whether by purchase, lease or otherwise) of material assets by the Borrower or any Subsidiary (other than an Unrestricted Joint Venture) and (ii) at the time of the delivery of the financial statements pursuant to Section 6.1, deliver a report reflecting any material assets constructed during the preceding fiscal quarter and reflecting the percentage of natural gas gathering systems, processing plants and facilities encumbered by the Mortgages securing the Obligations (based upon the cash flow attributable thereto). Notwithstanding the forgoing, the Borrower will not be required to deliver Security Documents covering in excess of 80% of the Borrower’s and the Subsidiary Guarantors’ gathering systems, measured based upon cash flow attributable to such gathering systems, as reasonably determined by the Administrative Agent. The Borrower shall deliver such Security Documents requested pursuant to this Section 6.9(a): (i) upon any acquisition of material assets by the Borrower or any Subsidiary (other than an Unrestricted Joint Venture), promptly and in no event later than 60 days after such acquisition (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) and (ii) otherwise promptly and in no event later than 60 days after a request by the Administrative Agent (or such longer period as may be acceptable to the Administrative Agent in its sole discretion). Notwithstanding the foregoing, no Group Members will be required to grant liens or security interests to the Administrative Agent (A) in the Properties of Restricted Joint Ventures or (B) in the Capital Stock or Properties of Unrestricted Joint Ventures. (b) At any time that Parent has an Investment Grade Rating and no Default or Event of Default has occurred and is continuing and the Consolidated Leverage Ratio as at end of the most recently ended fiscal quarter was not greater than 5.00 to 1.00 (or 5.50 to 1.00 if such fiscal quarter ended during the period from and after a Specified Acquisition to and including the last day of the second full fiscal quarter following the fiscal quarter in which the Specified Acquisition occurred), the Borrower may, by written notice to the Administrative Agent, elect for the Liens under the Security Instruments securing the Secured Obligations to be released (the date of such notice, “Collateral Release Date”), whereupon (A) Section 6.9(a) shall have no further force or effect and (B) the Administrative Agent shall use reasonable efforts to promptly release all of the Mortgaged Properties from the Liens of the Security Instruments. (c) Subject to Section 10.15, with respect to any new Subsidiary created or acquired after the Closing Date by the Borrower or any Subsidiary Guarantor, promptly and in no event later than 30 days thereafter (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) (i) cause such Subsidiary (A) to become a party to the Guarantee Agreement and (B) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that the requirements of this subsection (c) shall not apply to a Subsidiary so long as it remains an Immaterial Subsidiary, a Joint Venture or a Subsidiary of a Joint Venture.

Collateral and Guarantees. (a) Prior to the Collateral Release Date, deliver Deliver and cause each Subsidiary Guarantor to deliver, to further secure the Obligations, whenever requested by Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, flood hazard certification, title searches, financing statements and other Security Documents in form and substance satisfactory to Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests, subject only to Liens permitted under the Loan Documents, on all real or personal property now owned or hereafter acquired by such Person, together with such officers certificates and legal opinions as requested by Administrative Agent to evidence the authorization, validity and enforceability of such documents. In furtherance thereof, the Borrower shall (i) notify Administrative Agent at least 15 days or such lesser time as may be reasonably acceptable to the Administrative Agent prior to any acquisition (whether by purchase, lease or otherwise) of material assets by the Borrower or any Subsidiary (other than an Unrestricted Joint Venture) and (ii) at the time of the delivery of the financial statements pursuant to Section 6.1, deliver a report reflecting any material assets constructed during the preceding fiscal quarter and reflecting the percentage of natural gas gathering systems, processing plants and facilities encumbered by the Mortgages securing the Obligations (based upon the cash flow attributable thereto). Notwithstanding the forgoing, the Borrower will not be required to deliver Security Documents covering in excess of 80% of the Borrower’s and the Subsidiary GuarantorsGroup Members’ gathering systems, measured based upon cash flow attributable to such gathering systems, as reasonably determined by the Administrative Agent. The Borrower shall deliver such Security Documents requested pursuant to this Section 6.9(a): (i) upon at the time of any acquisition of material assets by of the Borrower or any Subsidiary (other than an Unrestricted Joint Venture), promptly and in no event later than 60 days after such acquisition (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) and (ii) otherwise promptly and in no event later than 60 days after a request by the Administrative Agent (or such longer period as may be acceptable to the Administrative Agent in its sole discretion). Notwithstanding the foregoing, no Group Members will be required to grant liens or security interests to the Administrative Agent (A) in the Properties of Restricted Joint Ventures or (B) in the Capital Stock or Properties of Unrestricted Joint VenturesAgent. (b) At any time that Parent has an Investment Grade Rating and no Default or Event of Default has occurred and is continuing and the Consolidated Leverage Ratio as at end of the most recently ended fiscal quarter was not greater than 5.00 to 1.00 (or 5.50 to 1.00 if such fiscal quarter ended during the period from and after a Specified Acquisition to and including the last day of the second full fiscal quarter following the fiscal quarter in which the Specified Acquisition occurred), the Borrower may, by written notice to the Administrative Agent, elect for the Liens under the Security Instruments securing the Secured Obligations to be released (the date of such notice, “Collateral Release Date”), whereupon (A) Section 6.9(a) shall have no further force or effect and (B) the Administrative Agent shall use reasonable efforts to promptly release all of the Mortgaged Properties from the Liens of the Security Instruments. (c) Subject to Section 10.1510.14, with respect to any new Subsidiary created or acquired after the Closing Date by the Borrower or any Subsidiary GuarantorGroup Member, promptly and in no event later than 30 days thereafter (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) (i) cause such Subsidiary (A) to become a party to the Guarantee Agreement and (B) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that the requirements of this subsection (cb) shall not apply to a Subsidiary so long as it remains an Immaterial Subsidiary, a Joint Venture or a Subsidiary of a Joint Venture.

Collateral and Guarantees. (a) Prior to the Collateral Release Date, deliver and cause each Subsidiary Guarantor to deliver, to further secure the Obligations, whenever requested by Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, flood hazard certification, title searches, financing statements and other Security Documents in form and substance satisfactory to Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests, subject only to Liens permitted under the Loan Documents, on all real or personal property now owned or hereafter acquired by such Person, together with such officers certificates and legal opinions as requested by Administrative Agent to evidence the authorization, validity and enforceability of such documents. In furtherance thereof, the Borrower shall (i) notify Administrative Agent at least 15 days or such lesser time as may be reasonably acceptable to the Administrative Agent prior to any acquisition (whether by purchase, lease or otherwise) of material assets by the Borrower or any Subsidiary (other than an Unrestricted Joint Venture) and (ii) at the time of the delivery of the financial statements pursuant to Section 6.1, deliver a report reflecting any material assets constructed during the preceding fiscal quarter and reflecting the percentage of natural gas gathering systems, processing plants and facilities encumbered by the Mortgages securing the Obligations (based upon the cash flow attributable thereto). Notwithstanding the forgoing, the Borrower will not be required to deliver Security Documents covering in excess of 80% of the Borrower’s and the Subsidiary Guarantors’ gathering systems, measured based upon cash flow attributable to such gathering systems, as reasonably determined by the Administrative Agent. The Borrower shall deliver such Security Documents requested pursuant to this Section 6.9(a): (i) upon any acquisition of material assets by the Borrower or any Subsidiary (other than an Unrestricted Joint Venture), promptly and in no event later than 60 days after such acquisition (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) and (ii) otherwise promptly and in no event later than 60 days after a request by the Administrative Agent (or such longer period as may be acceptable to the Administrative Agent in its sole discretion). Notwithstanding the foregoing, no Group Members will be required to grant liens or security interests to the Administrative Agent (A) in the Properties of Restricted Joint Ventures or (B) in the Capital Stock or Properties of Unrestricted Joint Ventures. (b) At any time that Parent has an Investment Grade Rating and no Default or Event of Default has occurred and is continuing and the Consolidated Leverage Ratio as at end of the most recently ended fiscal quarter was not greater than 5.00 to 1.00 (or 5.50 to 1.00 if such fiscal quarter ended during the period from and after a Specified Acquisition to and including the last day of the second full fiscal quarter following the fiscal quarter in which the Specified Acquisition occurred), the Borrower may, by written notice to the Administrative Agent, elect for the Liens under the Security Instruments securing the Secured Obligations to be released (the date of such notice, “Collateral Release Date”), whereupon whereupon (A) Section 6.9(a) shall have no further force or effect and (B) the Administrative Agent shall use reasonable efforts to promptly release all of the Mortgaged Properties from the Liens of the Security Instruments. (c) Subject to Section 10.15, with respect to any new Subsidiary created or acquired after the Closing Date by the Borrower or any Subsidiary Guarantor, promptly and in no event later than 30 days thereafter (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) (i) cause such Subsidiary (A) to become a party to the Guarantee Agreement and (B) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that the requirements of this subsection (c) shall not apply to a Subsidiary so long as it remains an Immaterial Subsidiary, a Joint Venture or a Subsidiary of a Joint Venture.subsection

Collateral and Guarantees. (a) Prior to the Collateral Release Date, deliver and cause each Subsidiary Guarantor to deliver, to further secure the Obligations, whenever requested by Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, flood hazard certification, title searches, financing statements and other Security Documents in form and substance satisfactory to Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests, subject only to Liens permitted under the Loan Documents, on all real or personal property now owned or hereafter acquired by such Person, together with such officers certificates and legal opinions as requested by Administrative Agent to evidence the authorization, validity and enforceability of such documents. In furtherance thereof, the Borrower shall (i) notify Administrative Agent at least 15 days or such lesser time as may be reasonably acceptable to the Administrative Agent prior to any acquisition (whether by purchase, lease or otherwise) of material assets by the Borrower or any Subsidiary (other than an Unrestricted Joint Venture) and (ii) at the time of the delivery of the financial statements pursuant to Section 6.1, deliver a report reflecting any material assets constructed during the preceding fiscal quarter and reflecting the percentage of natural gas gathering systems, processing plants and facilities encumbered by the Mortgages securing the Obligations (based upon the cash flow attributable thereto). Notwithstanding the forgoing, the Borrower will not be required to deliver Security Documents covering in excess of 80% of the Borrower’s and the Subsidiary GuarantorsGroup Members’ gathering systems, measured based upon cash flow attributable to such gathering systems, as reasonably determined by the Administrative Agent. The Borrower shall deliver such Security Documents requested pursuant to this Section 6.9(a): (i) upon at the time of any acquisition of material assets by of the Borrower or any Subsidiary (other than an Unrestricted Joint Venture), promptly and in no event later than 60 days after such acquisition (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) and (ii) otherwise promptly and in no event later than 60 days after a request by the Administrative Agent (or such longer period as may be acceptable to the Administrative Agent in its sole discretion). Notwithstanding the foregoing, no Group Members will be required to grant liens or security interests to the Administrative Agent (A) in the Properties of Restricted Joint Ventures or (B) in the Capital Stock or Properties of Unrestricted Joint VenturesAgent. (b) At any time that Parent has an Investment Grade Rating and no Default or Event of Default has occurred and is continuing and the Consolidated Leverage Ratio as at end of the most recently ended fiscal quarter was not greater than 5.00 to 1.00 (or 5.50 to 1.00 if such fiscal quarter ended during the period from and after a Specified Acquisition to and including the last day of the second full fiscal quarter following the fiscal quarter in which the Specified Acquisition occurred)continuing, the Borrower may, by written notice to the Administrative Agent, elect for the Liens under the Security Instruments securing the Secured Obligations to be released (the date of such notice, “Collateral Release Date”), whereupon (A) Section 6.9(a) shall have no further force or effect and (B) the Administrative Agent shall use reasonable efforts to promptly release all of the Mortgaged Properties from the Liens of the Security Instruments. (c) Subject to Section 10.1510.14, with respect to any new Subsidiary created or acquired after the Closing Date by the Borrower or any Subsidiary GuarantorGroup Member, promptly and in no event later than 30 days thereafter (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) (i) cause such Subsidiary (A) to become a party to the Guarantee Agreement and (B) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that the requirements of this subsection (cb) shall not apply to a Subsidiary so long as it remains an Immaterial Subsidiary, a Joint Venture or a Subsidiary of a Joint Venture.