Common use of Post-Issue Date Collateral Requirements Clause in Contracts

Post-Issue Date Collateral Requirements. (a) 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. (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. (a) Except as otherwise provided in the Intercreditor Agreement, within 60 days of Within five Business Days after 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 beneficiarybeneficiary or secured party, as applicable, such Mortgagesmortgages or other Security Instruments, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) completion of all recordings and filings of such Mortgages mortgages and other Security Instruments 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 to Permitted Collateral Liens), against the Oil property 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 First Lien Obligations on the Issue Date and (ii) on promptly the date that on which each such Mortgage mortgage is so filed or recorded, cause its counsel for the jurisdiction in which the relevant Oil properties and Gas Properties and such other assets are located to execute and deliver to the Collateral Trustee a favorable Opinion of Counsel legal opinion with respect thereto in form and substance reasonably satisfactory to the Collateral Trustee. (b) Any Security Documents Instruments entered into after the Issue Date shall be substantially in the form of the corresponding security document securing the Priority Liens First Lien Obligations, or to the extent there is no such corresponding security document, the corresponding security documents securing the Priority First 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 Agreement. (c) The Company shall furnish to the Trustee, at such deletions or modifications of representations, warranties and covenants times as are customary with respect required by the Trust Indenture Act, such Opinions of Counsel and certificates or opinions of engineers, appraisers or other experts as may be required by Section 314(b) or 314(d) of the Trust Indenture Act, including without limitation such Opinions of Counsel delivered annually after the Issue Date as such Section 314(b) may require, and shall take such other action as may be necessary to security documents establishing Liens securing publicly traded debt securities, all as certified cause such Section 314(d) relating to the Collateral Trustee pursuant release of property from the Liens created by this Indenture and the other Note Documents to be complied with. Any certificate or opinion required by such Section 314(d) may be made by an Officers’ Certificate Officer of the Company, except in cases in which such Section requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee, in the exercise of reasonable care, and by the Company. A Person is “independent” if such Person (i) is in fact independent, (ii) does not have any direct financial interest or material indirect financial interest in the Company or any Affiliate of the Company and (iii) is not an officer, employee, promoter, underwriter, trustee, partner or director or Person performing similar functions to any of the foregoing for the Company. The Trustee shall be entitled to receive and rely upon a certificate provided by any such Person confirming that such Person is independent as provided in the immediately preceding sentence.

Post-Issue Date Collateral Requirements. (a) Except as otherwise provided in the Intercreditor Agreement, within 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-Lien with the priority required by the Parity Lien (subject to the Intercreditor Agreement and Permitted Collateral Liens)Documents, 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 legal opinion with respect thereto in form and substance reasonably satisfactory to the Collateral Trustee. (b) Within 60 days of the Issue Date the Company and the Subsidiary Guarantors shall execute and deliver to the Collateral Trustee the control agreements, in each case as required by the Security Agreement, and shall otherwise comply with the requirements of the Security Agreement and the Intercreditor Agreement with respect to control agreements. (c) 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. (a) Except as otherwise provided in the Intercreditor Agreement, within 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 MortgagesMortgages or other 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 Security Documents 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 to Permitted Collateral Liens), against the Oil and Gas Properties and substantially all or other property or 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 legal opinion 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. (a) Except as otherwise provided in the Intercreditor Agreement, within 60 Within 90 days of after the Issue Date, the Company shallshall (and within 90 days after any Subsidiary becomes a Subsidiary Guarantor, or shall cause the applicable such Subsidiary Guarantor to), (i) execute and deliver to the Collateral Trustee, as mortgagee or beneficiary, as applicable, such MortgagesMortgages or other Security Documents, and any amendments or supplements related thereto, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages or other Security Documents 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 to Permitted Collateral Liens), against the Oil and Gas Properties and substantially all or other property or 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 (or, with respect to any Subsidiary Guarantor, the Oil and Gas Properties or other property or assets of such Subsidiary Guarantor that are subject to Liens securing the Priority Lien Obligations on the date that such Subsidiary becomes a Subsidiary Guarantor), (ii) on the date that each such Mortgage is so filed or recorded, execute and deliver to the Collateral Trustee an Officers’ Certificate and 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 an Opinion of Counsel with respect thereto Counsel, each confirming the completion thereof in form and substance reasonably satisfactory to the Collateral TrusteeTrustee and (iii) no later than one (1) Business Day immediately following the date upon which such Liens are perfected, file a current report on Form 8-K disclosing the date on which the Liens against such Oil and Gas Properties or such other property or assets of the Company and any Subsidiary Guarantors were perfected. In addition, the Security Documents will not require that security interests be perfected if such security interests cannot be perfected by the filing of UCC financing statements, the recording of mortgages or deeds of trust, the taking possession of applicable property and other assets (including by way of a gratuitous bailee for purposes of perfection), or the execution of account control agreements with respect to certain deposit accounts, securities accounts and commodities accounts. (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 DateDate (other than with respect to the priority nature of such Liens), in each case, with such changes as or other modifications that are reasonably necessary to reflect the terms of the Intercreditor Agreement and the Collateral Trust Agreement and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing second-priority Liens securing publicly traded debt securities, all as certified securities sold in similar private transactions that are not subject to the Collateral Trustee pursuant to an Officers’ Certificate registration requirements of the CompanySecurities Act.

Post-Issue Date Collateral Requirements. (a) Except as otherwise provided in the Intercreditor Agreement, within 60 Within 30 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 MortgagesMortgages or other Security Documents, and any supplements or amendments related thereto, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages or other Security Documents 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 to Permitted Collateral Liens), on or against the Oil and Gas Properties and substantially all other assets Collateral that include not less than 80% of the Present Value of Proved Reserves held by the Company and the Subsidiary Guarantors (other than Excluded Property) that are subject Restricted Subsidiaries, as evaluated in Reserve Reports prepared by the Company or which the Company causes to Liens securing the Priority Lien Obligations on the Issue Date be prepared as of each December 31 and June 30 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 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 ObligationsLiens, 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 and Opinion of the CompanyCounsel.