Post-Issue Date Collateral Requirements Clause Samples
Post-Issue Date Collateral Requirements. Notwithstanding anything to the contrary contained in this Indenture or the other Note Documents, the parties hereto acknowledge and agree that the Company shall deliver, or cause one or more Guarantors to deliver, to the Collateral Trustee the following items within 90 days after the Issue Date:
(a) fully executed counterparts of Mortgages (in sufficient counterparts for the prompt recordation in each jurisdiction in which the Mortgaged Property subject to such Mortgage is located) and to the extent requested by the Credit Agreement Agent, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in the applicable jurisdiction, equivalent filings as available in such jurisdiction), and any similar filings as shall be required by local law, which Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or other similar filings shall cover each Mortgaged Property, together with evidence reasonably satisfactory to the Credit Agreement Agent that such Mortgages, UCC fixture filings or as-extracted collateral filings (or, in the case of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been delivered to the Persons responsible for recording or filing, as applicable, of such Mortgages, UCC fixture filings, as-extracted collateral filings, equivalent filings or similar filings, as the case may be;
(b) title information and lien searches with respect to the Mortgaged Properties, to the extent requested by the Credit Agreement Agent; and
(c) legal opinions addressed to the Collateral Trustee and the Trustee from (1) local counsel, covering, without limitation, the enforceability of each Mortgage under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located, the creation of valid mortgage Liens on such Mortgaged Property under the laws of the jurisdiction in which the Mortgaged Property subject to such Mortgage is located and other matters customarily addressed in legal opinions of local counsel with respect to the Mortgages, and (2) outside counsel to the Company of national standing, covering, without limitation, the due authorization, execution and delivery of the Mo...
Post-Issue Date Collateral Requirements. (a) Within 60 days of the Issue Date, the Company shall, or shall cause the applicable Subsidiary Guarantor to, (i) execute and deliver to the Collateral Trustee, as mortgagee or beneficiary, as applicable, such Mortgages, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected second-priority Lien (subject to the Intercreditor Agreement), against the Oil and Gas Properties and related assets of the Company and the Subsidiary Guarantors that are subject to Liens securing the Priority Lien Obligations on the Issue Date and (ii) on the date that each such Mortgage is so filed or recorded, cause its counsel for the jurisdiction in which the relevant Oil and Gas Properties and related assets are located to execute and deliver to the Collateral Trustee a favorable Opinion of Counsel with respect thereto in form and substance reasonably satisfactory to the Collateral Trustee.
(b) Any Security Documents entered into after the Issue Date shall be substantially in the form of the corresponding security document securing the Priority Liens Obligations, or to the extent there is no such corresponding security document, the corresponding security documents securing the Priority Lien Obligations in place on the Issue Date, in each case, with such changes as are reasonably necessary to reflect the terms of the Intercreditor Agreement and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, all as certified to the Collateral Trustee pursuant to an Officers’ Certificate of the Company.
Post-Issue Date Collateral Requirements. (i) On or prior to the Issue Date, the Issuer shall, or shall cause the applicable Guarantor to, execute and deliver to the Collateral Agent, as mortgagee or beneficiary, as applicable, such mortgages or other Note Security Documents, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such mortgages or other Note Security Documents in the proper recorders’ offices or appropriate public records (and payment of any recording taxes or fees in connection therewith) as may be necessary to create a valid, perfected second-priority Lien (subject in priority to the Priority Liens and subject to the Intercreditor Agreement and the Third Lien Intercreditor Agreement (if applicable) and to Permitted Liens) against proven Oil and Gas Properties that are subject to Liens under the Priority Debt Documents, but in any event constituting not less than 95% of the total discounted present value of proved reserves attributable to the Oil and Gas Properties of the Issuer and its Restricted Subsidiaries, as evaluated in the Parent Guarantor’s most recent consolidated reserve report (which such total discounted present value shall, during any such time as any Priority Lien Obligations are outstanding or commitments therefor remain outstanding, be determined using the total discounted present value methodology then in effect under the Priority Lien Debt Documents, and, at any time thereafter, using the total discounted present value methodology in effect under the Term Loan Credit Agreement in place on the Issue Date during a Term Loan Exclusive Period (as such term is defined in the Term Loan Credit Agreement on the Issue Date), after giving effect to exploration and production activities, acquisitions, dispositions and production since the date of such reserve report and (ii) on the date that each such mortgage is so filed or recorded, cause its counsel for the jurisdiction in which the relevant Oil and Gas Properties are located to execute and deliver to the Collateral Agent a favorable legal opinion with respect thereto in form and substance substantially consistent with the opinion delivered pursuant to the applicable Priority Lien Debt Documents.
(b) Any Note Security Documents entered into on or after the Issue Date shall be substantially in the form of the corresponding security document securing the Priority Lien Obligations, or to the extent there is no such corresponding security doc...
Post-Issue Date Collateral Requirements. (a) Within 120 days following the Issue Date (or such longer period as the Collateral Trustee may agree), the Issuers shall, or shall cause the applicable Guarantor to execute and deliver to the Collateral Trustee originals of the certificates of title or ownership for the motor vehicles (and any other equipment covered by certificates of title or ownership) owned by it, with the Collateral Trustee listed as lienholder therein, in each case to the extent required by the Security Agreement.
(b) Any Security Documents entered into after the Issue Date shall be substantially in the form of the corresponding security document securing the Priority Lien Obligations, or to the extent there is no such corresponding security document, the corresponding security documents securing the Priority Lien Obligations in place on the Issue Date, in each case, with such changes as reasonably necessary to reflect the terms of the Collateral Trust Agreement and the Intercreditor Agreement, if any, and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, all as certified to the Collateral Trustee pursuant to an Officers’ Certificate and Opinion of Counsel.
Post-Issue Date Collateral Requirements. Within 60 days of the Issue Date or as soon as practicable thereafter using commercially reasonable efforts (but in any event within 180 days), the Company shall, or shall cause the applicable Guarantor or other grantor to, (i) execute and deliver to the Collateral Trustee, as mortgagee or beneficiary, as applicable, such Mortgages, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected second-priority Lien (subject to the Liens securing Priority Lien Obligations, to the extent permitted to be incurred or to exist under the Intercreditor Agreement, and to Permitted Collateral Liens), against the proven Oil and Gas Properties that represent not less than 80% (but shall not be required to deliver and maintain a security interest in the Guarantors’ Oil and Gas Properties representing more than 80%) of the PV-9 of Proved Reserves evaluated in the most recent Reserve Report attributable to the Oil and Gas Properties of the Company delivered under the Priority Lien Documents and (ii) on the date that each such Mortgage is so filed or recorded, cause its counsel for the jurisdiction in which the relevant Oil and Gas Properties are located to execute and deliver to the Collateral Trustee a favorable Opinion of Counsel with respect to the requirements set forth in clause (i) of this Section 10.5(a) and other matters incidental thereto in form and substance reasonably satisfactory to the Collateral Trustee.
Post-Issue Date Collateral Requirements. Except as otherwise provided in the Intercreditor Agreement, within 60 days of the Issue Date, the Company shall, or shall cause the applicable Subsidiary Guarantor to, (i) execute and deliver to the Collateral Trustee, as mortgagee or beneficiary, as applicable, such Mortgages, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected second-priority Lien (subject to the Intercreditor Agreement and Permitted Collateral Liens), against the Oil and Gas Properties and substantially all other assets of the Company and the Subsidiary Guarantors (other than Excluded Property) that are subject to Liens securing the Priority Lien Obligations on the Issue Date and (ii) on the date that each such Mortgage is so filed or recorded, cause its counsel for the jurisdiction in which the relevant Oil and Gas Properties and such other assets are located to execute and deliver to the Collateral Trustee a favorable Opinion of Counsel with respect thereto in form reasonably satisfactory to the Collateral Trustee.