Grant and Mortgage. PACIFIC ENERGY RESOURCES LTD., A DELAWARE CORPORATION (herein called "MORTGAGOR"), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the payment of the secured indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN AND SET OVER to CHICAGO TITLE COMPANY, a California corporation, Trustee (the "TRUSTEE"), IN TRUST for the benefit of X. Xxxx & Company, as Agent ("AGENT"), WITH POWER OF SALE (pursuant to this Mortgage and applicable law) the entirety of Mortgagor's interest in and to the following described properties, rights, and interests (the "MORTGAGED PROPERTIES"): A. The oil, gas and/or other mineral properties, mineral servitudes, and/or mineral rights which are described in EXHIBIT A attached hereto and made a part hereof; B. Without limitation of the foregoing, all other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to (i) the oil, gas and/or mineral leases or other agreements described in EXHIBIT A hereto, (ii) the lands described or referred to in EXHIBIT A (or described in any of the instruments described or referred to in EXHIBIT A), without regard to any limitations as to specific lands or depths that may be set forth in EXHIBIT A hereto or in any of the leases or other agreements described in EXHIBIT A hereto, and (iii) any other lands (including submerged lands) located anywhere in the United States of America or located offshore the United States of America but within the offshore area over which the United States of America or any State thereof asserts jurisdiction; C. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all presently existing and hereafter created oil, gas and/or mineral unitization, pooling and/or communitization agreements, declarations and/or orders, and in and to the properties, rights and interests covered and the units created thereby (including units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the properties, rights and interests described in clause A or B above; D. All of Mortgagor's interest in and rights under (whether now owned or hereafter acquired by operation of law or otherwise) all presently existing and hereafter created operating agreements, equipment leases, production sales contracts, processing agreements, transportation agreements, gas balancing agreements, farmout and/or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, and other contracts and/or agreements which cover, affect, or otherwise relate to the properties, rights and interests described in clause A, B or C above or to the operation of such properties, rights and interests or to the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests (including those contracts listed in EXHIBIT A hereto), as same may be amended or supplemented from time to time; E. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all improvements, fixtures, and other real and/or personal property (including all platforms, xxxxx, pumping units, wellhead equipment, tanks, pipelines, flow lines, gathering lines, compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities, and power, telephone and telegraph lines), and all easements, servitudes, rights-of-way, surface leases, licenses, permits and other surface rights, which are now or hereafter used, or held for use, in connection with the properties, rights and interests described in clause A, B or C above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests; and F. All rights, estates, powers and privileges of Mortgagor appurtenant to the foregoing rights, interests and properties. TO HAVE AND TO HOLD the Mortgaged Properties unto the Trustee, and its successors or substitutes in this trust, and to its or their successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth. Mortgagor will warrant and defend title to the Property (as hereinafter defined), free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in the Credit Agreement, hereinafter defined) against the claims and demands of all persons claiming or to claim the same or any part thereof.
Appears in 2 contracts
Samples: Deed of Trust, Assignment, Security Agreement, Fixture Filing and Financing Statement (Pacific Energy Resources LTD), Deed of Trust, Assignment, Security Agreement, Fixture Filing and Financing Statement (Pacific Energy Resources LTD)
Grant and Mortgage. PACIFIC ENERGY RESOURCES LTD.SAN XXXXX BAY PIPELINE COMPANY, A DELAWARE CORPORATION a California corporation (herein called "MORTGAGORMortgagor"), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the payment of the secured indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN AND SET OVER to CHICAGO TITLE COMPANYChicago Title Company, a California corporation, Trustee (the "TRUSTEETrustee"), IN TRUST for the benefit of X. Xxxx & Company, as Agent ("AGENTAgent"), WITH POWER OF SALE (pursuant to this Mortgage and applicable law) the entirety of Mortgagor's interest in and to the following described properties, rights, and interests (the "MORTGAGED PROPERTIESMortgaged Properties"):
A. The oil, gas and/or other mineral properties, mineral servitudes, and/or mineral rights which are described in EXHIBIT A attached hereto and made a part hereof;
B. Without limitation (a) Those certain tracts of the foregoing, all other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to (i) the oil, gas and/or mineral leases or other agreements described in EXHIBIT A hereto, (ii) the lands described or referred to in EXHIBIT A (or described in any of the instruments described or referred to in EXHIBIT A), without regard to any limitations as to specific lands or depths that may be set forth in EXHIBIT A hereto or in any of the leases or other agreements described in EXHIBIT A hereto, and (iii) any other lands land (including submerged lands) located anywhere in the United States of America or located offshore the United States of America but within the offshore area over which the United States of America or any State thereof asserts jurisdictionjurisdiction (the "Fee Lands"), and other interests in land described in Exhibit A, attached hereto and made a part hereof (such Fee Lands and the lands covered by the other interests in lands being herein collectively called the "Sites"), together with all plants, batteries, injector stations, truck stations, warehouses, offices, pumps, pump stations, pipelines, heaters, compressors, equipment and other fixtures, personal property and improvements (whether now owned or hereafter acquired by operation of law or otherwise) located on or under the Sites (collectively the "Facilities") or used, held for use in connection with, or in any way related to the Pipeline Systems (as hereinafter defined), the plants, equipment, compressors, fixtures, personal property and improvements described or depicted in Exhibit A hereto or relating thereto;
C. All (b) The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits, deeds, assignments and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor's right, title and interest (whether now owned or hereafter acquired by operation of law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any county and section shown on Exhibit A even though they may be incorrectly described in or omitted therefrom, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits, deeds, assignments and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of law or otherwise) used, held for use in connection with, or in any way related to the Pipeline Systems (as hereinafter defined), the Sites, the Facilities, and/or pipelines transporting natural gas, natural gas liquids, and/or other hydrocarbons to, from or between Pipeline Systems and/or the Sites and/or the Facilities (the rights, interests and estates described in this item (b) are herein collectively called the "Servitudes");
(c) All other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to all presently existing and hereafter created oil(i) the Sites, gas the Facilities, the Fee Lands, and/or mineral unitization, pooling and/or communitization agreements, declarations and/or ordersthe Servitudes, and (ii) the lands described or referred to in Exhibit A (or described in any of the instruments described or referred to in Exhibit A);
(d) Without limitation of the foregoing, those certain transportation, gathering and to the propertiestransmission systems described and/or depicted on Exhibit A, rights attached hereto and interests covered and the units created thereby (including units formed under ordersmade a part hereof, rules, regulations or other official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to associated with the propertiesServitudes, rights and interests described in clause A or B above;
D. All of Mortgagor's interest in all pipes, valves, gauges, meters and rights under other measuring equipment, regulators, heaters, extractors, tubing, pipelines, fuel lines, facilities, improvements, fittings, materials and other improvements, fixtures, equipment, inventory, goods, and/or personal property (whether now owned or hereafter acquired by operation of law or otherwise) all presently existing and hereafter created operating agreements, equipment leases, production sales contracts, processing agreements, transportation agreements, gas balancing agreements, farmout and/or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, and other contracts including, without limitation, those more particularly described in Exhibit A hereto) located on or under the Servitudes, and/or agreements which cover, affect, in or on or otherwise relate related to the transportation, gathering and transmission systems described and/or depicted on Exhibit A (the properties, rights and interests described in clause A, B or C above or to this item (d) are herein collectively called the operation of such properties, rights and interests or to the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests (including those contracts listed in EXHIBIT A hereto"Pipeline Systems"), as same may be amended or supplemented from time to time;
E. (e) All of Mortgagor's right, title and interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all improvements, fixtures, and other real and/or personal property (including including, without limitation, all platformsequipment, xxxxxinventory, pumping units, wellhead equipmentgoods, tanks, pipelines, flow lines, gathering lines, compressors, dehydration units, separators, meters, metering stations, buildings, injection fittings, pipe, pipe connector, valves, regulators, drips, storage facilities, salt water disposal facilitiesabsorbers, heaters, dehydrators, and power, telephone and telegraph lines)) located on or under, or which in any way relate to, the Sites, the Facilities, the Servitudes and/or the Pipeline Systems;
(f) All of Mortgagor's right, title and all easementsinterest, servitudes, rights-of-way, surface leases, licenses, permits and other surface rights, which are now whether presently existing or hereafter used, created and whether now owned or held for usehereafter acquired by operation of law or otherwise, in connection with the propertiesand to:
(i) all purchase, rights and interests described in clause Asale, B or C above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storinggathering, processing, transporting transportation, storage and other contracts or marketing agreements covering or otherwise relating to the ownership or operation of oilthe Sites, the Facilities, the Servitudes and/or the Pipeline Systems, and/or to the purchase, sale or transportation of natural gas, natural gas liquids, and/or other hydrocarbons, or to the separation, treatment, stabilization and/or processing of the same, including, without limitation, those contracts or agreements described in Exhibit A, attached hereto and made a part hereof;
(ii) all of Mortgagor's rights under or arising out of any agreement under which any of the Property, as hereinafter defined, was acquired, including without limitation any and all representations, warranties, or covenants and any and all rights of indemnity or to rebate of the purchase price; all equipment leases, maintenance agreements, electrical supply contracts, option agreements, and other minerals produced contracts and/or agreements, whether now existing or hereafter entered into, which cover, affect, or otherwise relate to the Sites, the Facilities, the Servitudes and/or the Pipeline Systems, and/or any of the other Mortgaged Properties described above, or to the purchase, sale, transportation, gathering, separation, treatment, stabilization, dehydration, processing, delivery and/or redelivery of natural gas, natural gas liquids, and/or other hydrocarbons transported, gathered, separated, treated, stabilized, dehydrated, processed, delivered and/or redelivered by or in the Sites, the Facilities, and/or the Pipeline Systems, including, without limitation those contracts listed in Exhibit A hereto, as same may be amended or supplemented from time to time; (or allocated tothe contractual rights, contracts and other agreements described in this item (f) such properties, rights and interests; andare herein sometimes collectively called the "Contracts");
F. (g) All rights, estates, powers and privileges of Mortgagor appurtenant to the foregoing rights, interests and properties;
(h) without duplication of any other provision of this granting clause, all other Accounts, Certificated Securities, Chattel Paper, Commodity Accounts, Commodity Contracts, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Proceeds, Securities, Securities Accounts, Security Entitlements or Uncertificated Securities arising from, or relating to, the properties and other interests described in Exhibit A; and
(i) any and all liens and security interests in Hydrocarbons (as defined in the Credit Agreement, hereinafter defined) securing the payment of proceeds from the sale of Hydrocarbons, together with any and all corrections or amendments to, or renewals, extensions or ratifications of, or replacements or substitutions for, any of the same, or any instrument relating thereto, and all accounts, contracts, contract rights, options, nominee agreements, operating agreements, processing agreements, joint venture agreements, partnership agreements, support agreements, surface use and surface damage agreements, Hedging Contracts (as defined in the Credit Agreement), insurance policies, title opinions, title abstracts, title opinions, title abstracts, title materials and information, files, records, writings, data bases, information, systems, logs, gathering and transportation data and reports, maps, geophysical, geological and chemical data and information, interpretative and analytical reports of any kind or nature (including, without limitation, reserve studies and reserve evaluations), computer hardware and software and all documentation therefore or relating thereto (including, without limitation, all licenses relating to or covering such computer hardware, software and/or documentation), trade secrets, trademarks, service marks and business names and the goodwill of the business relating thereto, copyrights, copyright registrations, unpatented inventions, patent applications and patents, rights-of-way, franchises, bonds, easements, servitudes, surface leases, permits, licenses, tenements, hereditaments, appurtenances, concessions, occupancy agreements, privileges, development rights, condemnation awards, claims against third parties, general intangibles, letters of credit and letter-of-credit rights, money, payment intangibles, rents, royalties, issues, profits, products, proceeds, distributions on, rights arising out of, returns of and from, and any and all claims and/or insurance payments arising out of the loss or non-conformity, or interference with the use of, defects or infringement of rights in, or damage to, in each case whether now or hereafter existing or arising, used or useful in connection with, covering, relating to, or arising from or in connection with, any of the aforesaid items (a) through (i), inclusive, in this granting clause mentioned, and all other things of value and incident thereto (including, without limitation, any and all liens, lien rights, security interests and other properties, rights and interests) which the Mortgagor might at any time have or be entitled to, all of the aforesaid properties, rights and interests, together with any additions thereto which may be subjected to the lien and security interest of this instrument by means of supplements hereto, being hereinafter called the "Mortgaged Property". Subject, however, to (i) the restrictions, exceptions, reservations, conditions, limitations, interests and other matters, if any, set forth or referred to in the specific descriptions of such properties and interests in Exhibit A, (ii) prohibitions against the granting of liens in the Mortgaged Property contained in any Contract or otherwise relating to the Mortgage Property, to the extent such prohibition is enforceable and the violation of which would cause or result in a default under any of such Contracts, (iii) the assignment of rents contained in Article III hereof, but only insofar and so long as said assignment of rents is not inoperative under the provisions of Section 3.5 hereof, and (iv) the condition that none of the Trustee, the Agent and the other Lenders shall be liable in any respect for the performance of any covenant or obligation (including, without limitation, measures required to comply with Environmental Laws, as defined in the Credit Agreement) of the Mortgagor in respect of the Mortgaged Property. TO HAVE AND TO HOLD the Mortgaged Properties unto the Trustee, and its successors or substitutes in this trust, and to its or their successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth. Mortgagor will warrant and defend title to the Property (as hereinafter defined), free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in the Credit Agreement, hereinafter defined) against the claims and demands of all persons claiming or to claim the same or any part thereof.
Appears in 1 contract
Grant and Mortgage. PACIFIC ENERGY RESOURCES LTD., A DELAWARE CORPORATION (herein called "MORTGAGOR")Mortgagor, for good and valuable considerationin consideration of the sum of Ten Dollars ($10.00) to Mortgagor in hand paid, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the payment of the secured indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby GRANTMORTGAGE ASSIGN, BARGAINWARRANT, SELL, CONVEY, TRANSFER, ASSIGN PLEDGE AND SET OVER HYPOTHECATE to CHICAGO TITLE COMPANY, a California corporation, Trustee (the "TRUSTEE"), IN TRUST for the benefit of X. Xxxx & Company, as Agent ("AGENT"), WITH POWER OF SALE (pursuant to this Mortgage and applicable law) the entirety of Mortgagor's interest in and to Mortgagee the following described properties, rights, rights and interests (the "MORTGAGED PROPERTIESMortgaged Properties"):
A. The oil, gas and/or other mineral properties, mineral servitudes, servitudes and/or mineral rights which are described in EXHIBIT A Exhibit "A" attached hereto and made a part hereof;
B. Without limitation of the foregoing, all other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to (i) the oil, gas and/or mineral leases or other agreements described in EXHIBIT A Exhibit "A" hereto, or (ii) the lands (including submerged lands) described or referred to in EXHIBIT A Exhibit "A" (or described in any of the instruments described or referred to in EXHIBIT Exhibit "A"), without regard to any limitations as to specific lands or depths that may be set forth in EXHIBIT A Exhibit "A" hereto or in any of the leases or other agreements described in EXHIBIT A Exhibit "A" hereto, and (iii) any other lands (including submerged lands) located anywhere in the United States of America or located offshore the United States of America but within the offshore area over which the United States of America or any State thereof asserts jurisdiction;
C. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all presently existing and hereafter created oil, gas and/or mineral unitization, pooling and/or communitization agreements, declarations and/or orders, and in and to the properties, rights and interests covered and the units created thereby (including including, without limitation, units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the properties, rights and interests described in clause A or B above;
D. All of Mortgagor's interest in and rights under (whether now owned or hereafter acquired by operation of law or otherwise) all presently existing and hereafter created operating agreements, equipment leases, production sales contracts, processing agreements, transportation agreements, gas balancing agreements, farmout and/or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, and other contracts and/or agreements which cover, affect, or otherwise relate to the properties, rights and interests described in clause A, B or C above or to the operation of such properties, rights and interests or to the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests (including including, but not limited to, those contracts listed in EXHIBIT A Exhibit "A" hereto), as same may be amended or supplemented from time to time;
E. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all improvements, fixtures, movable or immovable property and other real and/or personal property (including including, without limitation, all platforms, xxxxx, pumping units, wellhead equipment, tanks, pipelines, flow lines, gathering lines, compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities, and power, telephone and telegraph lines), ) and all easements, servitudes, rights-of-way, surface leases, licenses, permits and other surface rights, which are now or hereafter used, or held for use, in connection with the properties, rights and interests described in clause A, B or C above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests; and
F. All rights, estates, powers and privileges of Mortgagor appurtenant to the foregoing rights, interests and properties. TO HAVE AND TO HOLD the Mortgaged Properties unto the TrusteeMortgagee, and its successors or substitutes in this trustMortgagee's heirs, and to its or their devisees, representatives, successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth. Mortgagor will warrant and defend title to the Property (as hereinafter defined), free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in the Credit Agreement, hereinafter defined) against the claims and demands of all persons claiming or to claim the same or any part thereof.
Appears in 1 contract
Grant and Mortgage. PACIFIC ENERGY RESOURCES LTD., A DELAWARE CORPORATION CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP (herein called "MORTGAGORMortgagor"), for good and valuable consideration, in consideration of the receipt and sufficiency sum of which are hereby acknowledgedTen Dollars ($10.00) to Mortgagor in hand paid, and in order to secure the payment of the secured indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby (a) GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN AND SET OVER to CHICAGO TITLE COMPANYCarx Xxxxxxxx, a California corporation, Trustee Xrustee (the "TRUSTEETrustee"), IN TRUST for the benefit of X. Xxxx & Company, as Agent ("AGENT"), WITH and grant to Trustee a POWER OF SALE (pursuant to this Mortgage and applicable law) the entirety with respect to, those of Mortgagor's interest in and to the following described properties, rights, rights and interests (the "MORTGAGED PROPERTIES"):
A. The oil, gas and/or other mineral properties, mineral servitudes, and/or mineral rights which are described located in EXHIBIT A attached hereto and made a part hereof;
B. Without limitation of the foregoing, all other right, title and interest of Mortgagor of whatever kind (or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to (icover properties located in) the oil, gas and/or mineral leases state of Texas or other agreements described in EXHIBIT A hereto, (ii) the lands described or referred to in EXHIBIT A which are located within (or described in any of the instruments described or referred to in EXHIBIT A), without regard to any limitations as to specific lands or depths that may be set forth in EXHIBIT A hereto or in any of the leases or other agreements described in EXHIBIT A hereto, and (iiicover properties located within) any other lands (including submerged lands) located anywhere in the United States of America or located offshore the United States of America but within the offshore area over which the United States of America or any State thereof asserts jurisdiction;
C. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in jurisdiction and to all presently existing and hereafter which the laws of Texas are applicable with respect to this Mortgage and/or the liens or security interests created oil, gas and/or mineral unitization, pooling and/or communitization agreements, declarations and/or orders, and in and to hereby (the properties, rights and interests covered and the units created thereby (including units formed under orders, rules, regulations or other official acts "Deed of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the properties, rights and interests described in clause A or B above;
D. All of Mortgagor's interest in and rights under (whether now owned or hereafter acquired by operation of law or otherwise) all presently existing and hereafter created operating agreements, equipment leases, production sales contracts, processing agreements, transportation agreements, gas balancing agreements, farmout and/or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, and other contracts and/or agreements which cover, affect, or otherwise relate to the properties, rights and interests described in clause A, B or C above or to the operation of such properties, rights and interests or to the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests (including those contracts listed in EXHIBIT A hereto), as same may be amended or supplemented from time to time;
E. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all improvements, fixtures, and other real and/or personal property (including all platforms, xxxxx, pumping units, wellhead equipment, tanks, pipelines, flow lines, gathering lines, compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities, and power, telephone and telegraph linesTrust Mortgaged Properties"), and (b) MORTGAGE, ASSIGN, WARRANT, PLEDGE AND HYPOTHECATE to Agent (as hereinafter defined in Section 1.3(a)), and grant to Agent a POWER OF SALE (pursuant to this Mortgage and applicable law) with respect to, all easements, servitudes, rights-of-way, surface leases, licenses, permits and other surface rights, which are now or hereafter used, or held for use, in connection with of the properties, rights and interests following described in clause A, B or C above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests; and
F. All rights, estates, powers and privileges of Mortgagor appurtenant to the foregoing rights, interests and properties. TO HAVE AND TO HOLD properties (including, without limitation, those located in (or cover properties located in) the states of Arkansas, Kansas, Montana, New Mexico, North Dakota and Oklahoma) which were not granted to Trustee in clause (a) above (the "Other Mortgaged Properties unto the Trustee, and its successors or substitutes in this trust, and to its or their successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth. Mortgagor will warrant and defend title to the Property (as hereinafter defined), free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in the Credit Agreement, hereinafter defined) against the claims and demands of all persons claiming or to claim the same or any part thereof.Properties"):
Appears in 1 contract
Grant and Mortgage. PACIFIC ENERGY RESOURCES LTD., A DELAWARE CORPORATION (herein called "MORTGAGOR")Mortgagor, for good and valuable consideration, in consideration of the receipt and sufficiency sum of which are hereby acknowledgedTen Dollars ($10.00) to Mortgagor in hand paid, and in order to secure the payment of the secured indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby GRANTMORTGAGE, BARGAINASSIGN, SELLWARRANT, CONVEYPLEDGE AND HYPOTHECATE to DEUTSCHE BANK TRUST COMPANY AMERICAS, TRANSFER, ASSIGN AND SET OVER to CHICAGO TITLE COMPANY, a California corporation, Trustee (the "TRUSTEE"), IN TRUST as Collateral Agent for the benefit of X. Xxxx & Companythe Secured Parties (as defined in the Credit Agreement (hereinafter defined)) (in such capacity, as Agent ("AGENT")together with its successors and assigns in such capacity, WITH POWER OF SALE (pursuant to this Mortgage and applicable law“Mortgagee”) the entirety of Mortgagor's interest in and to the following described properties, rights, rights and interests (the "MORTGAGED PROPERTIES"“Mortgaged Properties”):
A. The oil, gas and/or other mineral properties, mineral servitudes, and/or mineral rights which are (a) Those certain tracts of land described in EXHIBIT Exhibit A attached hereto and made a part hereof, and those certain surface leases and other interests in land (the “Surface Leases”) as described in Exhibit A attached hereto and made a part hereof (such tracts of land and the lands covered by the Surface Leases being herein collectively called the “Facility Sites”), together with all tanks, tank batteries, injector stations, terminals, pumps, pipelines, plants, heaters, compressors, equipment and other fixtures, personal/movable property and improvements (whether now owned or hereafter acquired by operation of Law or otherwise) located on or under the Facility Sites (the “Facility Property”) or used, held for use in connection with, or in any way related to the Pipeline Sys- tems (as hereinafter defined), (the Facility Sites and the Facility Property are herein sometimes collectively called the “Facilities”);
B. (b) The rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit A, attached hereto and made a part hereof, and all of Mortgagor’s right, title and interest (whether now owned or hereafter acquired by operation of Law or otherwise) in any servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights in and to any land, in any parish and section shown on Exhibit A even though they may be incorrectly described in such Exhibit A, together with any amendments, renewals, extensions, supplements, modifications or other agreements related to the foregoing, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of Law or otherwise) used, held for use in connection with, or in any way related to the Pipeline Systems, the Facilities, and/or pipelines transporting hydrocarbons or other goods, including crude oil, natural gas, natural gas liquids condensate, refined products or asphalt (collectively “Products”) to, from or between Pipeline Systems and/or the Facilities (the rights, interests and estates described in this clause (b) are herein collectively called the “Servitudes”);
(c) Without limitation of the foregoing, all other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by operation of law Law or otherwise) in and to (i) the oilFacilities, gas the Surface Leases and/or mineral leases or other agreements described in EXHIBIT A heretothe Servitudes, and (ii) the lands described or referred to in EXHIBIT Exhibit A (or described in any of the instruments described or referred to in EXHIBIT Exhibit A), without regard to any limitations as to specific lands or depths that may be set forth in EXHIBIT A hereto or in any of the leases or other agreements described in EXHIBIT A hereto, ; and (iii) any other lands (including submerged lands) located anywhere in the United States of America or located offshore the United States of America but within the offshore area over which the United States State of America or any State thereof [Louisiana] asserts jurisdiction;
C. All (d) Without limitation of the foregoing, all of Mortgagor's ’s right, title and interest (whether now owned or hereafter acquired by operation of law Law or otherwise) in and to all presently existing transportation, gathering and hereafter created oil, gas and/or mineral unitization, pooling and/or communitization agreements, declarations and/or orders, and in and to transmission systems located on the properties, rights and interests covered and the units created thereby (including units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the properties, rights and interests properties described in clause A and/or depicted on Exhibit A, including, without limitation, any transportation, gathering or B above;
D. All transmission systems located in or any parish or section shown on the foregoing referenced Exhibit A; any leases of Mortgagor's interest in transportation, gathering and rights under transmission systems, pipes or facilities described on Exhibit A; all improvements, fixtures, equipment, accessions, inventory, Products, other goods and/or personal property of whatever nature (whether now owned or hereafter acquired by operation of law Law or otherwise) all presently existing and hereafter created operating agreements), equipment leasesincluding, production sales contractswithout limitation, processing agreements, transportation agreements, gas balancing agreements, farmout and/or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, and other contracts and/or agreements which cover, affectthose now or after located on or under, or otherwise which in any way relate to or used or held for us in connection with the Servitudes, the Facilities, and/or such transportation, gathering and transmission systems described in this clause (d) (the properties, rights and interests described in this clause A, B (d) are herein collectively called the “Pipeline Systems”) or C above or to the operation of such propertiesthereof and including without limitation all pipes, rights and interests or to the treatingvalves, handlinggauges, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests (including those contracts listed in EXHIBIT A hereto), as same may be amended or supplemented from time to time;
E. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all improvements, fixtures, meters and other real and/or personal property (including all platforms, xxxxx, pumping units, wellhead measuring equipment, tanksregulators, heaters, extractors, tubing, pipelines, fuel lines, facilities, fittings, materials, tanks, flow lines, gathering lines, compressors, dehydration units, separators, metersmetering stations, buildings, injection pipe con- nectors, drips, storage facilities, salt water disposal facilitiesabsorbers, dehydrators, and power, telephone and telegraph lines);
(e) all licenses and permits of whatever nature, including, but not limited to, that now or hereafter used or held for use in connection with Facilities and/or Pipeline Systems or the operation thereof, and all easementsrenewals or replacements of the foregoing or substitutions for the foregoing;
(f) All of Mortgagor’s right, servitudestitle and interest, whether presently existing or hereafter created or entered into and whether now owned or hereafter acquired by operation of Law or otherwise, in and to:
(i) all purchase, sale, gathering, processing, transportation, storage handling and other contracts or agreements covering or otherwise relating to the ownership or operation of the Facilities, the Servitudes, and/or the Pipeline Systems, and/or to the purchase, sale, transportation storage or handling of Products, or to the separation, treatment, stabilization and/or processing of the same;
(ii) all rights-of-way, surface privileges and benefits under or arising out of any agreement under which any of the Property, as hereinafter defined, was acquired, including without limitation any and all representations, warranties, or covenants and any and all rights of indemnity or to rebate of the purchase price; all equipment leases, licensesmaintenance agreements, permits electrical supply contracts, option agreements, and other surface rightscontracts and/or agreements, whether now existing or hereafter entered into, which are now or hereafter usedcover, affect, or held for useotherwise relate to the Facilities, in connection with the propertiesServitudes, rights and interests and/or the Pipeline Systems, and/or any of the Mortgaged Properties described in clause A, B or C above, or in connection with to the operation of such propertiespurchase, rights and interestssale, or in connection with the treatingtransportation, handlinggathering, storingseparation, treatment, stabilization, dehydration, processing, transporting delivery and/or redelivery of Products transported, gathered, separated, treated, stabilized, dehydrated, processed, delivered and/or redelivered by or marketing of oilin the Facilities and/or the Pipeline Systems; (the contractual rights, gas, contracts and other hydrocarbons, or other minerals produced from agreements described in this clause (or allocated tof) such properties, rights and interestsare herein sometimes collectively called the “Contracts”); and
F. (g) All rights, estates, powers and privileges of Mortgagor appurtenant to the foregoing rights, interests and properties. TO HAVE AND TO HOLD the Mortgaged Properties unto the TrusteeMortgagee and Mortgagee’s heirs, and its successors or substitutes in this trustdevisees, and to its or their representatives, successors and assigns, assigns in trust, however, its capacity as Collateral Agent for the benefit of the Secured Parties upon the terms, provisions and conditions herein set forth. Mortgagor will warrant and defend title to the Property (as hereinafter defined), free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in the Credit Agreement, hereinafter defined) against the claims and demands of all persons claiming or to claim the same or any part thereof.
Appears in 1 contract
Samples: Credit Agreement (Targa Resources Investments Inc.)
Grant and Mortgage. PACIFIC ENERGY RESOURCES LTD.St. Mary Land & Exploration Company, A DELAWARE CORPORATION a ------------------ Xxxxxare corporation ("Parent"), St. Mary Energy Company, a Delaware corporation ("Energy"), Nance Petrxxxxm Corporation, a Montana corporation ("Nance"), St. Xxxx Minerals Inc., a Colorado corporation ("Mineraxx"), Roswell, X.L.C., a Texas limited liability company ("Roswell"), St. Mary Operating Company, a Colorado corporation ("Operating"), and XXX Inc., a Colorado corporation ("NPC"; Parent, Energy, Nance, Minerals, Roswell, Operating and NPC being herein collxxxxxely called "MORTGAGORMortgagor" and Energy, Nance, Minerals, Roswell, Operating and NPC being herein sometimes xxxlectively called a "Subsidiary Mortgagor"), for good and valuable consideration, in consideration of the receipt and sufficiency sum of which are hereby acknowledgedTen Dollars ($10.00) to Mortgagor in hand paid, and in order to secure the payment of the secured indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby (a) GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN AND SET OVER to CHICAGO TITLE COMPANY, a California corporation, Trustee (the "TRUSTEE"as hereinafter defined), IN TRUST for the benefit of X. Xxxx & Company, as Agent ("AGENT"), WITH and grant to Trustee a POWER OF SALE (pursuant to this Mortgage and applicable law) the entirety with respect to, those of Mortgagor's interest in and to the following described properties, rights, rights and interests which are located in (or cover properties located in) the State of Nevada and to which the laws of any such state are applicable with respect to this Mortgage and/or the liens or security interests created hereby (the "MORTGAGED PROPERTIESDeed of Trust Mortgaged Properties"), and (b) MORTGAGE, ASSIGN, WARRANT, PLEDGE AND HYPOTHECATE to Agent (as defined in Section 1.3(a) below), and grant to Agent a POWER OF SALE (pursuant to this Mortgage and applicable law) with respect to, all of the following described rights, interests and properties which were not granted to Trustee in clause (a) above (including, without limitation, those of the following described properties, rights and interests which are located in (or cover properties located in ) the States of Colorado, Nevada, and South Dakota and to which the laws of any such state are applicable with respect to this Mortgage and/or the liens or security interests created hereby) (the "Other Mortgaged Properties"):
A. The oil, gas and/or other mineral properties, mineral servitudes, and/or mineral rights which are described in EXHIBIT Exhibit A attached hereto and made a part hereof;
B. Without limitation of the foregoing, all other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to (i) the oil, gas and/or mineral leases or other agreements described in EXHIBIT Exhibit A hereto, (ii) the lands described or referred to in EXHIBIT Exhibit A (or described in any of the instruments described or referred to in EXHIBIT Exhibit A), without regard to any limitations as to specific lands or depths that may be set forth in EXHIBIT Exhibit A hereto or in any of the leases or other agreements described in EXHIBIT Exhibit A hereto, hereto and (iii) any other lands (including submerged lands) located anywhere in the United States of America or located offshore the United States of America but within the offshore area over which the United States of America or any State thereof asserts jurisdictionAmerica;
C. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all presently existing and hereafter created oil, gas and/or mineral unitization, pooling and/or communitization agreements, declarations and/or orders, and in and to the properties, rights and interests covered and the units created thereby (including including, without limitation, units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the properties, rights and interests described in clause A or B above;
D. All of Mortgagor's interest in and rights under (whether now owned or hereafter acquired by operation of law or otherwise) all presently existing and hereafter created operating agreements, equipment leases, production sales contracts, processing agreements, transportation agreements, gas balancing agreements, farmout and/or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, and other contracts and/or agreements which cover, affect, or otherwise relate to the properties, rights and interests described in clause A, B or C above or to the operation of such properties, rights and interests or to the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests (including including, but not limited to, those contracts listed in EXHIBIT Exhibit A hereto), as same may be amended or supplemented from time to time;
E. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all improvements, fixtures, movable or immovable property and other real and/or personal property (including including, without limitation, all platforms, xxxxxwells, pumping units, wellhead equipment, tanks, pipelines, flow lineslxxxx, gathering lines, compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities, and power, telephone and telegraph lines), and all easements, servitudes, rights-of-way, surface leases, licenses, permits and other surface rights, which are now or hereafter used, or held for use, in connection with the properties, rights and interests described in clause A, B or C above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests; and
F. All rights, estates, powers and privileges of Mortgagor appurtenant to the foregoing rights, interests and properties. TO HAVE AND TO HOLD the Mortgaged Properties unto the Trustee, and its successors or substitutes in this trust, and to its or their successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth. Mortgagor will warrant and defend title to the Property (as hereinafter defined), free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in the Credit Agreement, hereinafter defined) against the claims and demands of all persons claiming or to claim the same or any part thereof.
Appears in 1 contract
Grant and Mortgage. PACIFIC ENERGY RESOURCES LTDSt. Mary Land & Exploration Company, a ------------------ Xxxxxxre corporation ("Parent"), St. Mary Energy Company, a Delaware corporation ("Energy"), Nance Petroxxxx Corporation, a Montana corporation ("Nance"), and XXX Xnc., A DELAWARE CORPORATION a Colorado corporation ("NPC"); Parent, Exxxxx, Nance and NPC being herein collectively called "MORTGAGORMortgagor" and Enexxx, Nance and NPC being herein sometimes collectively called a "Sxxxxxiary Mortgagor"), for good and valuable consideration, in consideration of the receipt and sufficiency sum of which are hereby acknowledgedTen Dollars ($10.00) to Mortgagor in hand paid, and in order to secure the payment of the secured indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby (a) GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN AND SET OVER to CHICAGO TITLE COMPANY, a California corporation, Trustee (the "TRUSTEE"as hereinafter defined), IN TRUST for the benefit of X. Xxxx & Company, as Agent ("AGENT"), WITH and grant to Trustee a POWER OF SALE (pursuant to this Mortgage and applicable law) the entirety with respect to, those of Mortgagor's interest in and to the following described properties, rights, rights and interests which are located in (or cover properties located in) the State of Texas or which are located within (or cover properties located within) the offshore area over which the United States of America asserts jurisdiction and to which the laws of any such state are applicable with respect to this Mortgage and/or the liens or security interests created hereby (the "MORTGAGED PROPERTIESDeed of Trust Mortgaged Properties"), and (b) MORTGAGE, ASSIGN, WARRANT, PLEDGE AND HYPOTHECATE to Agent (as defined in Section 1.3(a) below), and grant to Agent a POWER OF SALE (pursuant to this Mortgage and applicable law) with respect to, all of the following described rights, interests and properties which were not granted to Trustee in clause (a) above (including, without limitation, those of the following described properties, rights and interests which are located in (or cover properties located in ) the States of Louisiana, Montana, North Dakota, Oklahoma or Wyoming or which are located within (or cover properties located within) the offshore area over which the United States of America asserts jurisdiction and to which the laws of any such state are applicable with respect to this Mortgage and/or the liens or security interests created hereby) (the "Other Mortgaged Properties"):
A. The oil, gas and/or other mineral properties, mineral servitudes, and/or mineral rights which are described in EXHIBIT Exhibit A attached hereto and made a part hereof;
B. Without limitation of the foregoing, all other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to (i) the oil, gas and/or mineral leases or other agreements described in EXHIBIT Exhibit A hereto, (ii) the lands described or referred to in EXHIBIT Exhibit A (or described in any of the instruments described or referred to in EXHIBIT Exhibit A), without regard to any limitations as to specific lands or depths that may be set forth in EXHIBIT Exhibit A hereto or in any of the leases or other agreements described in EXHIBIT Exhibit A hereto, hereto and (iii) any other lands (including submerged lands) located anywhere in the United States of America or located offshore the United States of America but within the offshore area over which the United States of America or any State thereof asserts jurisdiction;
C. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all presently existing and hereafter created oil, gas and/or mineral unitization, pooling and/or communitization agreements, declarations and/or orders, and in and to the properties, rights and interests covered and the units created thereby (including including, without limitation, units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the properties, rights and interests described in clause A or B above;
D. All of Mortgagor's interest in and rights under (whether now owned or hereafter acquired by operation of law or otherwise) all presently existing and hereafter created operating agreements, equipment leases, production sales contracts, processing agreements, transportation agreements, gas balancing agreements, farmout and/or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, and other contracts and/or agreements which cover, affect, or otherwise relate to the properties, rights and interests described in clause A, B or C above or to the operation of such properties, rights and interests or to the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests (including including, but not limited to, those contracts listed in EXHIBIT Exhibit A hereto), as same may be amended or supplemented from time to time;
E. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all improvements, fixtures, movable or immovable property and other real and/or personal property (including including, without limitation, all platforms, xxxxxwells, pumping units, wellhead equipment, tanks, pipelines, flow lineslixxx, gathering lines, compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities, and power, telephone and telegraph lines), and all easements, servitudes, rights-of-way, surface leases, licenses, permits and other surface rights, which are now or hereafter used, or held for use, in connection with the properties, rights and interests described in clause A, B or C above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests; and
F. All rights, estates, powers and privileges of Mortgagor appurtenant to the foregoing rights, interests and properties. TO HAVE AND TO HOLD the Mortgaged Properties unto the Trustee, and its successors or substitutes in this trust, and to its or their successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth. Mortgagor will warrant and defend title to the Property (as hereinafter defined), free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in the Credit Agreement, hereinafter defined) against the claims and demands of all persons claiming or to claim the same or any part thereof.
Appears in 1 contract
Grant and Mortgage. PACIFIC ENERGY RESOURCES LTD.Black Ridge Oil & Gas, A DELAWARE CORPORATION Inc., a Delaware corporation (herein called "MORTGAGOR"“Mortgagor”), for and in consideration of the sum of Ten Million and 00/100 Dollars ($10,000,000.00) to Mortgagor in hand paid and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedconsideration received, and in order to secure the payment of the secured indebtedness hereinafter herein referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter herein described, does hereby GRANT, BARGAIN, SELL, CONVEYASSIGN, TRANSFERMORTGAGE, ASSIGN WARRANT, TRANSFER AND SET OVER CONVEY to CHICAGO TITLE COMPANY, a California corporation, Trustee Xxxxxxxxx Funding LLC (the "TRUSTEE"“Mortgagee”), IN TRUST for the benefit of X. Xxxx & Company, as Agent ("AGENT"), WITH POWER OF SALE (pursuant to this Mortgage and applicable law) the entirety of Mortgagor's interest in and to the following described properties, rights, and interests (the "MORTGAGED PROPERTIES"):
A. “Mortgaged Properties”), SAVE and EXCEPT the Excluded Properties (as herein defined) located on any Mortgaged Properties: The oil, gas and/or or other mineral leases, properties, mineral servitudes, and/or servitudes and mineral rights which that are described in EXHIBIT Exhibit A attached hereto and made a part hereof;
B. ; Without limitation of the foregoing, all other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by agreement or operation of law or otherwise) in and to (i) the oil, gas and/or mineral leases or other agreements described in EXHIBIT Exhibit A hereto, together with all renewals, extensions, substitutions, ratifications, supplements and replacements thereto, (ii) any other leases or agreements which cover or pertain to the lands described or referred to in Exhibit A, even if such leases or other agreements are not described or are incorrectly or insufficiently described on Exhibit A, together with all renewals, extensions, substitutions, ratifications, supplements and replacements thereto, and (iii) the lands described or referred to in EXHIBIT Exhibit A (or described or referred to in any of the instruments described or referred to in EXHIBIT Exhibit A), in each case without regard to any limitations as to specific lands or depths that may be set forth in EXHIBIT Exhibit A hereto or in any of the leases or other agreements described in EXHIBIT Exhibit A hereto, and (iii) any other lands (including submerged lands) located anywhere in the United States of America or located offshore the United States of America but within the offshore area over which the United States of America or any State thereof asserts jurisdiction;
C. ; All of Mortgagor's interest ’s rights, titles and interests (whether now owned or hereafter acquired by agreement or operation of law or otherwise) in and in, to or under all presently existing and hereafter created oil, gas and/or or mineral unitization, pooling and/or or communitization agreements, declarations and/or or orders, and in and to the properties, rights and interests covered and the units created thereby (including units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the properties, rights and interests described in clause clauses A or B above;
D. ; All of Mortgagor's interest in ’s rights, titles and rights under interests (whether now owned or hereafter acquired by agreement or operation of law or otherwise) in, to or under all presently existing and hereafter created operating agreements, equipment leases, production sales contracts, purchase, exchange and processing contracts and agreements, transportation agreements, utility agreement, gathering agreements, gas balancing agreements, farmout and/or farm-out or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, licenses, permits, and other contracts and/or contracts, agreements or regulatory approvals which cover, affect, or otherwise relate to the properties, rights and interests described in clause clauses A, B or C above or to the operation of such properties, rights and interests or to the production, exchange, treating, handling, storingstorage, processing, transporting sale, purchase, or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests (including those contracts listed in EXHIBIT Exhibit A hereto), as same may be amended or supplemented from time to time;
E. ; All of Mortgagor's interest ’s rights, titles and interests (whether now owned or hereafter acquired by agreement or operation of law or otherwise) in in, to and to under all improvements, facilities, infrastructure, equipment, fixtures, and other real and/or real, immovable, personal or immovable property (including all platforms, xxxxx, pumping units, wellhead equipment, tanks, pipelines, flow lines, gathering lines, compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities, and power, telephone and telegraph lines), and all fee interests, easements, servitudes, rights-of-way, surface leases, licenses, permits and other surface rights, which are now or hereafter used, or held for use, in connection with the properties, rights and interests described in clause clauses A, B B, C or C D above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests; and
F. and All of Mortgagor’s rights, estates, powers and privileges of Mortgagor appurtenant to any of the foregoing rightsforegoing. Notwithstanding any provision in this Mortgage to the contrary, in no event is (a) any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation), which is located within an area having special flood hazards and in which flood insurance is available under the National Flood Insurance Act of 1968, or (b) any interest held by Mortgagor in and to the surface of the lands underlying said Building or Manufactured (Mobile) Home, insofar and only insofar as such lands lie directly below said Building or Manufactured (Mobile) Home (such Buildings, Manufactured (Mobile) Homes and lands are collectively referred to herein as, the “Excluded Properties”), included in the definition of “Mortgaged Properties”, and no Excluded Properties are encumbered by this Mortgage. As used herein, “Flood Insurance Regulations” shall mean (i) the National Flood Insurance Act of 1968 as now in effect, (ii) the Flood Disaster Protection Act of 1973 as now in effect, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as now in effect, and (iv) the Flood Insurance Reform Act of 2004 as now in effect. Any fractions or percentages specified on attached Exhibit A in referring to the Mortgagor’s interests are solely for purposes of the warranties made by the Mortgagor pursuant to ARTICLE II hereof and propertiesshall in no manner limit the quantum of interest affected by this Section 1.1 with respect to any Mortgaged Property. TO HAVE AND TO HOLD the Mortgaged Properties unto the TrusteeMortgagee, and its successors or substitutes in this trust, and to its or their successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth. Mortgagor will warrant and defend title to the Property (as hereinafter herein defined)) against the claims and demands of all Persons claiming or to claim the same or any part thereof, free and clear of all liens, security interests, and encumbrances except for “Permitted Liens Interests” (as defined in the Credit AgreementAgreement referred to below, hereinafter defined) against the claims and demands of all persons claiming or to claim the same or any part thereofherein so called).
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Black Ridge Oil & Gas, Inc.)
Grant and Mortgage. PACIFIC ENERGY RESOURCES LTD.Black Ridge Oil & Gas, A DELAWARE CORPORATION Inc., a Delaware corporation (herein called "MORTGAGOR"“Mortgagor”), for and in consideration of the sum of Twenty Million and 00/100 Dollars ($20,000,000.00) to Mortgagor in hand paid and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedconsideration received, and in order to secure the payment of the secured indebtedness hereinafter herein referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter herein described, does hereby GRANT, BARGAIN, SELL, CONVEYASSIGN, TRANSFERMORTGAGE, ASSIGN WARRANT, TRANSFER AND SET OVER CONVEY to CHICAGO TITLE COMPANY, a California corporation, Trustee Dxxxxxxxx Funding LLC (the "TRUSTEE"“Mortgagee”), IN TRUST for the benefit of X. Xxxx & Company, as Agent ("AGENT"), WITH POWER OF SALE (pursuant to this Mortgage and applicable law) the entirety of Mortgagor's interest in and to the following described properties, rights, and interests (the "MORTGAGED PROPERTIES"):
A. “Mortgaged Properties”), SAVE and EXCEPT the Excluded Properties (as herein defined) located on any Mortgaged Properties: The oil, gas and/or or other mineral leases, properties, mineral servitudes, and/or servitudes and mineral rights which that are described in EXHIBIT Exhibit A attached hereto and made a part hereof;
B. ; Without limitation of the foregoing, all other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by agreement or operation of law or otherwise) in and to (i) the oil, gas and/or mineral leases or other agreements described in EXHIBIT Exhibit A hereto, together with all renewals, extensions, substitutions, ratifications, supplements and replacements thereto, (ii) any other leases or agreements which cover or pertain to the lands described or referred to in Exhibit A, even if such leases or other agreements are not described or are incorrectly or insufficiently described on Exhibit A, together with all renewals, extensions, substitutions, ratifications, supplements and replacements thereto, and (iii) the lands described or referred to in EXHIBIT Exhibit A (or described or referred to in any of the instruments described or referred to in EXHIBIT Exhibit A), in each case without regard to any limitations as to specific lands or depths that may be set forth in EXHIBIT Exhibit A hereto or in any of the leases or other agreements described in EXHIBIT Exhibit A hereto, and (iii) any other lands (including submerged lands) located anywhere in the United States of America or located offshore the United States of America but within the offshore area over which the United States of America or any State thereof asserts jurisdiction;
C. ; All of Mortgagor's interest ’s rights, titles and interests (whether now owned or hereafter acquired by agreement or operation of law or otherwise) in and in, to or under all presently existing and hereafter created oil, gas and/or or mineral unitization, pooling and/or or communitization agreements, declarations and/or or orders, and in and to the properties, rights and interests covered and the units created thereby (including units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the properties, rights and interests described in clause clauses A or B above;
D. ; All of Mortgagor's interest in ’s rights, titles and rights under interests (whether now owned or hereafter acquired by agreement or operation of law or otherwise) in, to or under all presently existing and hereafter created operating agreements, equipment leases, production sales contracts, purchase, exchange and processing contracts and agreements, transportation agreements, utility agreement, gathering agreements, gas balancing agreements, farmout and/or farm-out or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, licenses, permits, and other contracts and/or contracts, agreements or regulatory approvals which cover, affect, or otherwise relate to the properties, rights and interests described in clause clauses A, B or C above or to the operation of such properties, rights and interests or to the production, exchange, treating, handling, storingstorage, processing, transporting sale, purchase, or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests (including those contracts listed in EXHIBIT Exhibit A hereto), as same may be amended or supplemented from time to time;
E. ; All of Mortgagor's interest ’s rights, titles and interests (whether now owned or hereafter acquired by agreement or operation of law or otherwise) in in, to and to under all improvements, facilities, infrastructure, equipment, fixtures, and other real and/or real, immovable, personal or immovable property (including all platforms, xxxxxwxxxx, pumping units, wellhead equipment, tanks, pipelines, flow lines, gathering lines, compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities, and power, telephone and telegraph lines), and all fee interests, easements, servitudes, rights-of-way, surface leases, licenses, permits and other surface rights, which are now or hereafter used, or held for use, in connection with the properties, rights and interests described in clause clauses A, B B, C or C D above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests; and
F. and All of Mortgagor’s rights, estates, powers and privileges of Mortgagor appurtenant to any of the foregoing rightsforegoing. Notwithstanding any provision in this Mortgage to the contrary, in no event is (a) any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation), which is located within an area having special flood hazards and in which flood insurance is available under the National Flood Insurance Act of 1968, or (b) any interest held by Mortgagor in and to the surface of the lands underlying said Building or Manufactured (Mobile) Home, insofar and only insofar as such lands lie directly below said Building or Manufactured (Mobile) Home (such Buildings, Manufactured (Mobile) Homes and lands are collectively referred to herein as, the “Excluded Properties”), included in the definition of “Mortgaged Properties”, and no Excluded Properties are encumbered by this Mortgage. As used herein, “Flood Insurance Regulations” shall mean (i) the National Flood Insurance Act of 1968 as now in effect, (ii) the Flood Disaster Protection Act of 1973 as now in effect, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as now in effect, and (iv) the Flood Insurance Reform Act of 2004 as now in effect. Any fractions or percentages specified on attached Exhibit A in referring to the Mortgagor’s interests are solely for purposes of the warranties made by the Mortgagor pursuant to ARTICLE II hereof and propertiesshall in no manner limit the quantum of interest affected by this Section 1.1 with respect to any Mortgaged Property. TO HAVE AND TO HOLD the Mortgaged Properties unto the TrusteeMortgagee, and its successors or substitutes in this trust, and to its or their successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth. Mortgagor will warrant and defend title to the Property (as hereinafter herein defined)) against the claims and demands of all Persons claiming or to claim the same or any part thereof, free and clear of all liens, security interests, and encumbrances except for “Permitted Liens Interests” (as defined in the Credit AgreementAgreement referred to below, hereinafter defined) against the claims and demands of all persons claiming or to claim the same or any part thereofherein so called).
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Black Ridge Oil & Gas, Inc.)
Grant and Mortgage. PACIFIC ENERGY RESOURCES LTD.DELTA PETROLEUM CORPORATION, A DELAWARE CORPORATION a Colorado corporation (herein called "MORTGAGORMortgagor"), for good and valuable consideration, in consideration of the receipt and sufficiency sum of which are hereby acknowledgedTen Dollars ($10.00) to Mortgagee in hand paid, and in order to secure the payment of the secured indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby (a) GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN AND SET OVER to CHICAGO TITLE COMPANY, a California corporationTHE PUBLIC TRUSTEE OF WASHINGTON COUNTY, Trustee (the "TRUSTEETrustee"), IN TRUST for the benefit of X. Xxxx & Company, as Agent ("AGENT"), WITH and grant to Trustee a POWER OF SALE (pursuant to this Mortgage and applicable law) the entirety with respect to, those of Mortgagor's interest in and to the following described properties, rights, rights and interests which are located in (or cover properties located in) the state of Colorado (the "MORTGAGED PROPERTIESDeed of Trust Mortgaged Properties"), and (b) MORTGAGE ASSIGN, WARRANT, PLEDGE AND HYPOTHECATE to XXXXXX XXXX XXXXX ("Mortgagee") and grant to Mortgagee a POWER OF SALE (pursuant to this Mortgage and applicable law) with respect to, all of the following described rights, interests and properties which were not granted to Trustee in clause (a) above (the "Other Mortgaged Properties"):
A. (i) The oil, gas and/or and other mineral properties, mineral servitudes, and/or and mineral rights which are described in EXHIBIT Exhibit A attached hereto and made a part hereof;
(ii) All of Mortgagor's right, title and interest in and to the oil, gas and other mineral properties described in Exhibit A attached hereto and made a part hereof;
B. Without limitation of the foregoing, all other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to (i) the oil, gas and/or mineral leases or other instruments or agreements described in EXHIBIT Exhibit A hereto, (ii) the lands described or referred to in EXHIBIT Exhibit A (or described in any of the instruments described or referred to in EXHIBIT Exhibit A), without regard to any limitations as to specific lands or depths that may be set forth in EXHIBIT Exhibit A hereto or in any of the leases or other agreements described in EXHIBIT Exhibit A hereto, and (iii) any other lands (including submerged lands) located anywhere in the United States of America or located offshore the United States of America but within the offshore area over which the United States of America or any State thereof asserts jurisdiction;
C. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all presently existing and hereafter created oil, gas and/or mineral unitization, pooling and/or communitization agreements, declarations and/or orders, and in and to the properties, rights and interests covered and the units created thereby (including including, without limitation, units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the properties, rights and interests described in clause A or B above;
D. All of Mortgagor's interest in and rights under (whether now owned or hereafter acquired by operation of law or otherwise) all presently existing and hereafter created operating agreements, equipment leases, production sales contracts, processing agreements, transportation agreements, gas balancing agreements, farmout and/or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, and other contracts and/or agreements which cover, affect, or otherwise relate to the properties, rights and interests described in clause A, B or C above or to the operation of such properties, rights and interests or to the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests (including including, but not limited to, those contracts listed in EXHIBIT Exhibit A hereto), as same may be amended or supplemented from time to time;; and
E. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all improvements, fixtures, movable or immovable property and other real and/or personal property (including including, without limitation, all platforms, xxxxx, pumping units, wellhead equipment, tanks, pipelines, flow lines, gathering lines, compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities, and power, telephone and telegraph lines), and all easements, servitudes, rights-of-way, surface leases, licenses, permits and other surface rights, which are now or hereafter used, or held for use, in connection with the properties, rights and interests described in clause A, B or C above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests; and
F. All of Mortgagor's interest in and to the rights, interests and estates created under those certain servitudes, easements, rights of way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights described in Exhibit B, attached hereto and made a part hereof, together with any amendments, renewals, extensions, supplements, modifications or other agreements related thereto, and further together with any other servitudes, easements, rights of way, privileges, prescriptions, franchises, licenses, permits and/or other rights (whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of law or otherwise) used, held for use in connection with, or in any way related to the "Gathering Systems", as hereinafter defined, (the rights, interests and estates described in this item F are herein collectively called the "Servitudes");
G. All rights, estates, powers and privileges of Mortgagor appurtenant to the foregoing rights, interests and properties. TO HAVE AND TO HOLD (a) the Deed of Trust Mortgaged Properties unto the Trustee, and its successors his or substitutes in this trust, and to its or their her successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth. Mortgagor will warrant and defend title to the Property (as hereinafter defined), free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in b) the Credit AgreementOther Mortgaged Properties unto Mortgagee, hereinafter defined) against and Mortgagee's successors and assigns, upon the claims terms, provisions and demands conditions herein set forth (the Deed of all persons claiming or to claim Trust Mortgaged Properties and the same or any part thereofOther Mortgaged Properties are herein sometimes collectively called the "Mortgaged Properties").
Appears in 1 contract
Samples: Purchase and Sale Agreement (Delta Petroleum Corp/Co)
Grant and Mortgage. PACIFIC ENERGY RESOURCES LTD., A DELAWARE CORPORATION (herein called "MORTGAGOR")Mortgagor, for the consideration and benefits described above and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the payment of the secured indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter describedSecured Obligations (as herein defined), does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN AND SET OVER to CHICAGO TITLE COMPANYTrustee, a California corporation, Trustee (the "TRUSTEE"), IN TRUST for the benefit of X. Xxxx & Company, as Agent ("AGENT"), WITH Mortgagee and grant to Trustee a POWER OF SALE (pursuant to this Mortgage Deed of Trust and applicable law) the entirety of Mortgagor's interest in and to with respect to, the following described properties, rights, and interests (the "MORTGAGED PROPERTIES"“Mortgaged Properties”):;
A. The oil, gas and/or other mineral properties, mineral servitudes, and/or mineral rights which are described in EXHIBIT A attached hereto and made a part hereof;
B. Without limitation All of the foregoing, all other Mortgagor’s right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by agreement or operation of law or otherwise) in and to (i) the oil, gas and/or mineral leases or other agreements described in EXHIBIT A Exhibit A-1 hereto, together with all renewals, extensions, substitutions, ratifications, supplements and replacements thereto, (ii) any other leases or agreements which cover or pertain to the lands described or referred to in Exhibit A-1, even if such leases or other agreements are not described or are incorrectly or insufficiently described on Exhibit A-1, together with all renewals, extensions, substitutions, ratifications, supplements and replacements thereto, and (iii) the lands described or referred to in EXHIBIT A Exhibit A-1 (or described or referred to in any of the instruments described or referred to in EXHIBIT AExhibit A-1), in each case without regard to any limitations as to specific lands or depths that may be set forth in EXHIBIT A Exhibit A-1 hereto or in any of the leases or other agreements described in EXHIBIT A Exhibit A-1 hereto, and (iii) any other lands (including submerged lands) located anywhere in the United States of America or located offshore the United States of America but within the offshore area over which the United States of America or any State thereof asserts jurisdiction;
C. B. All of Mortgagor's right, title and interest (whether now owned or hereafter acquired by agreement or operation of law or otherwise) in and in, to or under all presently existing and hereafter created oil, gas and/or or mineral unitization, pooling and/or or communitization agreements, declarations and/or or orders, and in and to the properties, rights and interests covered and the units created thereby (including units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the properties, rights and interests described in clause A or B above;
D. C. All of Mortgagor's interest in rights, titles and rights under interests (whether now owned or hereafter acquired by agreement or operation of law or otherwise) in, to or under all presently existing and hereafter created operating agreements, equipment leases, production sales contracts, purchase, exchange and processing contracts and agreements, transportation agreements, utility agreement, gathering agreements, gas balancing agreements, farmout and/or or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, licenses, permits, and other contracts and/or contracts, agreements or regulatory approvals which cover, affect, or otherwise relate to the properties, rights and interests described in clause A, clauses A or B or C above or to the operation of such properties, rights and interests or to the production, exchange, treating, handling, storingstorage, processing, transporting sale, purchase, or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests (including those contracts listed in EXHIBIT A Exhibit A-1 hereto), as same may be amended or supplemented from time to time;
E. D. All of Mortgagor's interest rights, titles and interests (whether now owned or hereafter acquired by agreement or operation of law or otherwise) in in, to and to under all improvements, facilities, infrastructure, all xxxxx (including those xxxxx listed in Exhibit A-2 hereto) equipment, fixtures, and other real and/or real, immovable, personal or immovable property (including all platforms, xxxxx, pumping units, wellhead equipment, tanks, pipelines, flow lines, gathering lines, compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities, and power, telephone and telegraph lines), and all fee interests, easements, servitudes, rights-of-way, surface leases, licenses, permits and other surface rights, which are now or hereafter used, or held for use, in connection with the properties, rights and interests described in clause clauses A, B B, or C above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests; and
F. E. All of Mortgagor's rights, estates, powers and privileges of Mortgagor appurtenant to any of the foregoing rights, foregoing. Any fractions or percentages specified on attached Exhibit A-2 in referring to the Mortgagor's interests are solely for purposes of the warranties made by the Mortgagor pursuant to ARTICLE II hereof and propertiesshall in no manner limit the quantum of interest affected by this Section 1.1 with respect to any Mortgaged Property. TO HAVE AND TO HOLD the Mortgaged Properties unto the Trustee, and its successors or substitutes in this trust, and to its or their successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth. Mortgagor will warrant and defend title to the Property (as hereinafter defined), free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in the Credit Agreement, hereinafter defined) against the claims and demands of all persons claiming or to claim the same or any part thereof.
Appears in 1 contract
Samples: Loan Agreement
Grant and Mortgage. PACIFIC ENERGY RESOURCES LTD.Energytec, A DELAWARE CORPORATION Inc., a Nevada corporation, as Mortgagor and debtor-in-possession (herein called "MORTGAGORMortgagor"), pursuant to the Interim Bankruptcy Court Order, for good and valuable consideration, in consideration of the receipt and sufficiency sum of which are hereby acknowledgedTen Dollars ($10.00) to Mortgagor in hand paid, and in order to secure the payment of the secured indebtedness hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN AND SET OVER to CHICAGO TITLE COMPANYCxxxxxx X. Xxxxxxx, a California corporation, Trustee whose address for notice is set forth at the end of this Mortgage (the "TRUSTEETrustee"), IN TRUST for the benefit of X. Xxxx & Company, as Agent ("AGENT"), WITH and grants to Trustee a POWER OF SALE (pursuant to this Mortgage and applicable law) the entirety with respect to all of Mortgagor's interest in and to the following described properties, rights, interests and interests properties (the "MORTGAGED PROPERTIESMortgaged Properties"):
A. (A) The oil, gas and/or other mineral properties, mineral servitudes, and/or mineral rights properties which are described in EXHIBIT Exhibit A attached hereto and made a part hereof;
B. (B) Without limitation of the foregoing, all other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to (i) the oil, gas and/or mineral leases or other instruments or agreements described in EXHIBIT Exhibit A hereto, (ii) the lands described or referred to in EXHIBIT Exhibit A (or described in any of the instruments described or referred to in EXHIBIT Exhibit A), without regard to any limitations as to specific lands or depths that may be set forth in EXHIBIT Exhibit A hereto or in any of the leases or other agreements described in EXHIBIT Exhibit A hereto, and (iii) any other lands (including submerged lands) located anywhere in the United States of America or located offshore the United States of America but within the offshore area over which the United States of America or any State thereof asserts jurisdiction;
C. (C) All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all presently existing and hereafter created oil, gas and/or mineral unitization, pooling and/or communitization agreements, declarations and/or orders, and in and to the properties, rights and interests covered and the units created thereby (including including, without limitation, units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the properties, rights and interests described in clause A or B above;
D. (D) All of Mortgagor's interest in and rights under (whether now owned or hereafter acquired by operation of law or otherwise) all presently existing and hereafter created operating agreements, equipment leases, production sales contracts, processing agreements, transportation agreements, gas balancing agreements, farmout and/or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, and other contracts and/or agreements which cover, affect, or otherwise relate to the properties, rights and interests described in clause A, B or C above or to the operation of such properties, rights and interests or to the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests (including including, but not limited to, those contracts listed in EXHIBIT Exhibit A hereto), as same may be amended or supplemented from time to time;; and
E. (E) All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all improvements, fixtures, movable or immovable property and other real and/or personal property (including including, without limitation, all platforms, xxxxxwxxxx, pumping units, wellhead equipment, tanks, pipelines, flow lines, gathering lines, compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities, and power, telephone and telegraph lines), and all easements, servitudes, rights-of-way, surface leases, licenses, permits and other surface rights, which are now or hereafter used, or held for use, in connection with the properties, rights and interests described in clause A, B or C above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests; and
F. (F) All rights, estates, powers and privileges of Mortgagor appurtenant to the foregoing rights, interests and properties. TO HAVE AND TO HOLD the Mortgaged Properties unto the Trustee, and its successors or substitutes in this trust, and to its or their successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth. Mortgagor will warrant and defend title to the Property (as hereinafter defined), free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in the Credit Agreement, hereinafter defined) against the claims and demands of all persons claiming or to claim the same or any part thereof.
Appears in 1 contract
Grant and Mortgage. PACIFIC ENERGY RESOURCES LTD., A DELAWARE CORPORATION Mortgagor (herein called "MORTGAGOR"), for good upon and valuable consideration, subject to all the receipt and sufficiency of which are hereby acknowledged, and in order to secure the payment of the secured indebtedness hereinafter referred to and the performance of the obligationsterms, covenants, agreementsprovisions, warranties conditions and undertakings of Mortgagor hereinafter describedauthorization set forth in the Existing Mortgage, as amended hereby) does hereby (a) GRANT, BARGAIN, . SELL, . CONVEY, TRANSFER, ASSIGN AND SET OVER to CHICAGO TITLE COMPANYCarx Xxxxxxxx, a California corporation, Trustee Xrustee (the "TRUSTEETrustee"), IN TRUST for the benefit of X. Xxxx & Company, as Agent ("AGENT"), WITH and grant to Trustee a POWER OF SALE (pursuant to this the Mortgage and applicable law) the entirety with respect to, those of Mortgagor's interest in and to the following described properties, rights, rights and interests which are located in (or cover properties located in) the state of Texas (the "MORTGAGED PROPERTIESAdditional Deed of Trust Mortgaged Properties"), and (b) MORTGAGE, ASSIGN, WARRANT, PLEDGE and HYPOTHECATE to Agent, and grant to Agent a POWER OF SALE (pursuant to the Mortgage and applicable law) with respect to, all of the following described rights, interests and properties which were not granted to Trustee in clause (a) above (the "Additional Other Mortgaged Properties"):
A. The oil, gas and/or other mineral properties, mineral servitudes, and/or mineral rights properties which are described in EXHIBIT Exhibit A attached hereto and made a part hereof;
B. Without limitation of the foregoing, all other right, title and interest of Mortgagor of whatever kind or character (whether now owned or hereafter acquired by operation of law or otherwise) in and to (i) the oil, gas and/or mineral leases or other agreements described in EXHIBIT Exhibit A hereto, and/or (ii) the lands described or referred to in EXHIBIT Exhibit A (or described in any of the instruments described or referred to in EXHIBIT Exhibit A), without regard to any limitations as to specific lands or depths that may be set forth in EXHIBIT Exhibit A hereto or in any of the leases or other agreements described in EXHIBIT Exhibit A hereto, and (iii) any other lands (including submerged lands) located anywhere in the United States of America or located offshore the United States of America but within the offshore area over which the United States of America or any State thereof asserts jurisdiction;
C. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all presently existing and hereafter created oil, gas and/or mineral unitization, pooling and/or communitization agreements, declarations and/or orders, and in and to the properties, rights and interests covered and the units created thereby (including including, without limitation, units formed under orders, rules, regulations or other official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the properties, rights and interests described in clause A or B above;
D. All of Mortgagor's interest in and rights under (whether now owned or hereafter acquired by operation of law or otherwise) all presently existing and hereafter created operating agreements, equipment leases, production sales contracts, processing agreements, transportation agreements, gas balancing agreements, farmout and/or farm-in agreements, salt water disposal agreements, area of mutual interest agreements, and other contracts and/or agreements which cover, affect, or otherwise relate to the properties, rights and interests described in clause A, B or C above or to the operation of such properties, rights and interests or to the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests (including including, but not limited to, those contracts listed in EXHIBIT Exhibit A hereto), as same may be amended or supplemented from time to time;; and
E. All of Mortgagor's interest (whether now owned or hereafter acquired by operation of law or otherwise) in and to all improvements, fixtures, movable or immovable property and other real and/or personal property (including including, without limitation, all platformswelxx, xxxxx, pumping xumping units, wellhead equipment, tanks, pipelines, flow lines, gathering lines, compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities, and power, telephone and telegraph lines), and all easements, servitudes, rights-of-way, surface leases, licenses, permits and other surface rights, which are now or hereafter used, or held for use, in connection with the properties, rights and interests described in clause A, B or C above, or in connection with the operation of such properties, rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests; and
F. All rights, estates, powers and privileges of Mortgagor appurtenant to the foregoing rights, interests and properties. TO HAVE AND TO HOLD (a) the Additional Deed of Trust Mortgaged Properties unto the Trustee, and its successors or substitutes in this trust, and to its or their successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth. Mortgagor will warrant and defend title to the Property (as hereinafter defined), free and clear of all liens, security interests, and encumbrances except for Permitted Liens (as defined in b) the Credit AgreementAdditional Other Mortgaged Properties unto Agent, hereinafter defined) against and Agent's heirs, devisees, representatives, successors and assigns, upon the claims terms, provisions and demands conditions herein set forth (the Additional Deed of all persons claiming or to claim Trust Mortgaged Properties and the same or any part thereofAdditional Other Mortgaged Properties are herein sometimes collectively called the "Additional Mortgaged Properties").
Appears in 1 contract
