Common use of Liens and Material Documents Clause in Contracts

Liens and Material Documents. The Parent shall, and shall cause each other Credit Party to (and with respect to any Person that becomes a Subsidiary Guarantor after the Effective Date, within three (3) days of such Person becoming a Subsidiary Guarantor), grant to the Administrative Agent for the benefit of the Secured Parties to secure the Indebtedness (i) on or prior to the date that such Credit Party enters into any Swap Agreement or Offtake Agreement, a first priority, perfected Lien on all of its right, title and interest in and to such Swap Agreement or Offtake Agreement, and (ii) a first priority, perfected Lien on all of its right, title and interest in and to such Credit Party’s proved Oil and Gas Properties (including, without limitation, in the economic rights in each Concession Agreement to which it is a party), material personal property related thereto, and the following personal property within the meaning of the UCC (and, in other jurisdictions not subject to the UCC, similar property): Accounts; all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper); the Collection Accounts; all General Intangibles (including, without limitation, all rights under insurance contracts, rights to insurance proceeds and all proceeds of insurance); all Instruments (including, without limitation, all Pledged Notes); all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing); all books and records pertaining to the foregoing; and to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; in each case pursuant to one or more Security Instruments on terms satisfactory in form and substance to the Administrative Agent. In connection therewith, on or prior to the execution and delivery by any Credit Party of any Swap Agreement or Offtake Agreement, the Parent shall, and shall cause such Credit Party to, deliver to the Administrative Agent a duly executed consent and agreement of the counterparty to such Swap Agreement or the Offtaker under such Offtake Agreement (and in either case, any other Person that is obligated (whether contingently or otherwise) to make payments thereunder), as applicable, in form and substance satisfactory to the Administrative Agent, pursuant to which such Person shall consent to the grant of Liens contemplated hereby and agree to make all payments under such Swap Agreement and Offtake Agreement to the Collection Account.

Liens and Material Documents. The Parent shall, and shall cause each other Credit Party Subsidiary that is required to (and with respect to any Person that becomes become a Subsidiary Guarantor after the Effective Dateunder Section 8.14(a) above to, within three (3the same time period required under Section 8.14(a) days of above for such Person becoming Subsidiary to become a Subsidiary Guarantor), grant to the Administrative Agent for the benefit of the Secured Parties to secure the Indebtedness Secured Obligations (i) on or prior to the date that such Credit Party Subsidiary enters into any Swap Agreement or Offtake AgreementAgreement (which shall not be prior to the date such Subsidiary is required to become a Guarantor under Section 8.14(a) above), a first priority, perfected Lien on all of its right, title and interest in and to such Swap Agreement or Offtake Agreement (but in the case of an Offtake Agreement, only if the Administrative Agent determines in its sole discretion that obtaining such Lien is practicable under the circumstances and the benefits of doing so outweighs the burdens of doing so), and (ii) a first priority, perfected Lien on all of its right, title and interest in and to such Credit PartySubsidiary’s proved Oil and Gas Properties (including, without limitation, in the economic rights in each Concession Agreement to which it is a party), material personal property related thereto, and the following personal property within the meaning of the UCC (and, in other jurisdictions not subject to the UCC, similar property): Accounts; all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper); the Collection Accounts; all General Intangibles (including, without limitation, all rights under insurance contracts, rights to insurance proceeds and all proceeds of insurance); all Instruments (including, without limitation, all Pledged Notes); all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing); all books and records pertaining to the foregoing; and to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; in each case pursuant to one or more Security Instruments on terms satisfactory in form and substance to the Administrative Agent. In connection therewith, on or prior to the execution and delivery by any Credit Party of any Swap Agreement or Offtake Agreement, the Parent shall, and shall cause such Credit Party to, deliver to the Administrative Agent a duly executed consent and agreement of the counterparty to such Swap Agreement or the Offtaker Eligible Buyer under such Offtake Agreement (and in either case, any other Person that is obligated (whether contingently or otherwise) to make payments thereunder), as applicable, in form and substance satisfactory to the Administrative Agent, pursuant to which such Person shall consent to the grant of Liens contemplated hereby and agree to make all payments under such Swap Agreement and Offtake Agreement to the relevant Collection Account.; provided, that, notwithstanding the foregoing, there shall be no requirement to grant any Lien on any “Excluded Property” (as defined in the Guaranty Agreement). 91

Liens and Material Documents. The Parent shall, and shall cause each other Credit Party to (and with respect to any Person that becomes a Subsidiary Guarantor after the Effective Date, within three thirty (330) days of such Person becoming a Subsidiary Guarantor), grant to the Administrative Agent for the benefit of the Secured Parties to secure the Indebtedness Secured Obligations (i) on or prior to the date that such Credit Party enters into any Swap Agreement or Offtake Agreement, a first priority, perfected Lien on all of its right, title and interest in and to such Swap Agreement or Offtake Agreement (but in the case of an Offtake Agreement, only if the Administrative Agent determines in its sole discretion that obtaining such Lien is practicable under the circumstances and the benefits of doing so outweighs the burdens of doing so), and (ii) a first priority, perfected Lien on all of its right, title and interest in and to such Credit Party’s proved Oil and Gas Properties (including, without limitation, in the economic rights in each Concession Agreement to which it is a party), material personal property related thereto, and the following personal property within the meaning of the UCC (and, in other jurisdictions not subject to the UCC, similar property): Accounts; all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper); the Collection Accounts; all General Intangibles (including, without limitation, all rights under insurance contracts, rights to insurance proceeds and all proceeds of insurance); all Instruments (including, without limitation, all Pledged Notes); all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing); all books and records pertaining to the foregoing; and to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; in each case pursuant to one or more Security Instruments on terms satisfactory in form and substance to the Administrative Agent. In connection therewith, on or prior to the execution and delivery by any Credit Party of any Swap Agreement or Offtake Agreement, the Parent shall, and shall cause such Credit Party to, deliver to the Administrative Agent a duly executed consent and agreement of the counterparty to such Swap Agreement or the Offtaker under such Offtake Agreement (and in either case, any other Person that is obligated (whether contingently or otherwise) to make payments thereunder), as applicable, in form and substance satisfactory to the Administrative Agent, pursuant to which such Person shall consent to the grant of Liens contemplated hereby and agree to make all payments under such Swap Agreement and Offtake Agreement to the relevant Collection Account.. 77

Liens and Material Documents. The Parent shall, and shall cause each other Credit Party to (and with respect to any Person that becomes a Subsidiary Guarantor after the Effective DateDate (including, for the avoidance of doubt, PELE and its Subsidiaries to the extent constituting Subsidiary Guarantors), within three thirty (330) days (or such longer time (not to exceed sixty (60) days past such thirty (30) day period without the consent of the Majority Lenders) as the Administrative Agent may agree in its sole discretion) of such Person becoming a Subsidiary Guarantor), grant to the Administrative Agent for the benefit of the Secured Parties to secure the Indebtedness Secured Obligations (i) on or prior to the date that such Credit Party enters into any Swap Agreement or Offtake Agreement, a first priority, perfected Lien on all of its right, title and interest in and to such Swap Agreement or Offtake Agreement (but in the case of an Offtake Agreement, only if the Administrative Agent determines in its sole discretion that obtaining such Lien is practicable under the circumstances and the benefits of doing so outweighs the burdens of doing so), and (ii) a first priority, perfected Lien on all of its right, title and interest in and to such Credit Party’s proved Oil and Gas Properties (including, without limitation, in the economic rights in each Concession Agreement to which it is a party), material personal property related thereto, and the following personal property within the meaning of the UCC (and, in other jurisdictions not subject to the UCC, similar property): Accounts; all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper); the Collection Accounts; all General Intangibles (including, without limitation, all rights under insurance contracts, rights to insurance proceeds and all proceeds of insurance); all Instruments (including, without limitation, all Pledged Notes); all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing); all books and records pertaining to the foregoing; and to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; in each case pursuant to one or more Security Instruments on terms satisfactory in form and substance to the Administrative Agent. In connection therewith, on or prior to the execution and delivery by any Credit Party of any Swap Agreement or Offtake Agreement, the Parent shall, and shall cause such Credit Party to, deliver to the Administrative Agent a duly executed consent and agreement of the counterparty to such Swap Agreement or the Offtaker under such Offtake Agreement (and in either case, any other Person that is obligated (whether contingently or otherwise) to make payments thereunder), as applicable, in form and substance satisfactory to the Administrative Agent, pursuant to which such Person shall consent to the grant of Liens contemplated hereby and agree to make all payments under such Swap Agreement and Offtake Agreement to the relevant Collection Account; provided, that, notwithstanding the foregoing, there shall be no requirement to grant any Lien on any “Excluded Property” (as defined in the Guaranty Agreement).

Liens and Material Documents. The Parent shall, and shall cause each other Credit Party to (and with respect to any Person that becomes a Subsidiary Guarantor after the Effective Date, within three (3) days of such Person becoming a Subsidiary Guarantor), grant to the Administrative Agent for the benefit of the Secured Parties to secure the Indebtedness (i) on or prior to the date that such Credit Party enters into any Swap Agreement or Offtake Agreement, a first priority, perfected Lien on all of its right, title and interest in and to such Swap Agreement or Offtake Agreement (but in the case of an Offtake Agreement, only if the Administrative Agent determines in its sole discretion that obtaining such Lien is practicable under the circumstances and the benefits of doing so outweighs the burdens of doing so), and (ii) a first priority, perfected Lien on all of its right, title and interest in and to such Credit Party’s proved Oil and Gas Properties (including, without limitation, in the economic rights in each Concession Agreement to which it is a party), material personal property related thereto, and the following personal property within the meaning of the UCC (and, in other jurisdictions not subject to the UCC, similar property): Accounts; all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper); the Collection Accounts; all General Intangibles (including, without limitation, all rights under insurance contracts, rights to insurance proceeds and all proceeds of insurance); all Instruments (including, without limitation, all Pledged Notes); all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing); all books and records pertaining to the foregoing; and to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; in each case pursuant to one or more Security Instruments on terms satisfactory in form and substance to the Administrative Agent. In connection therewith, on or prior to the execution and delivery by any Credit Party of any Swap Agreement or Offtake Agreement, the Parent shall, and shall cause such Credit Party to, deliver to the Administrative Agent a duly executed consent and agreement of the counterparty to such Swap Agreement or the Offtaker under such Offtake Agreement (and in either case, any other Person that is obligated (whether contingently or otherwise) to make payments thereunder), as applicable, in form and substance satisfactory to the Administrative Agent, pursuant to which such Person shall consent to the grant of Liens contemplated hereby and agree to make all payments under such Swap Agreement and Offtake Agreement to the relevant Collection Account.