Registration and Fixed Charge Security Sample Clauses

Registration and Fixed Charge Security. (1) The Borrowers shall, at their expense, register, file or record the Security in all offices where such registration, filing or recording is necessary or of advantage to the creation, perfection and preserving of the security applicable to it; provided that the Borrowers (as opposed to the Agent and the Lenders or Lenders’ Counsel or another agent thereof on their behalf, in such case at the expense of the Agent and the Lenders except during the continuance of a Default or Event of Default or where requested by the Agent, acting reasonably, or where required by part (b) of Section 10.1(2)) shall not be obligated to register the Security at any land registry offices unless and until the Agent (acting reasonably) requests such registration in writing. The Borrowers shall amend and renew such registrations, filings and recordings from time to time as and when required to keep them in full force and effect or to preserve the priority established by any prior registration, filing or recording thereof. (2) The Borrowers shall, and shall cause the Material Subsidiaries to, promptly: (a) register the Security in all applicable land titles and land registry offices (including the filing of security notices under the Mines and Minerals Act (Alberta) and similar notices, filings or registrations in other jurisdictions); and/or (b) grant to the Agent fixed charges or fixed charge mortgage security, as applicable, (in form and substance satisfactory to the Agent, acting reasonably) against any or all of its P&NG Rights, P&NG Leases and other interests in land (including fixtures) (including any U.S. P&NG Assets not previously subject to fixed charge mortgage security), in each case, as required by the Agent (and together with all registration materials, legal opinions and Officer’s Certificates as the Agent may require, acting reasonably), upon the occurrence of any one or more of the following (each, a “Fixed Charge Event”): (i) an Event of Default; (ii) the occurrence of an event, circumstance or condition which has had, or would reasonably be expected to have, a Material Adverse Effect, as determined by the Lenders, each acting reasonably; or (iii) the Majority of the Lenders, acting in good faith, determining that any of the foregoing is necessary to preserve or protect the position of the Lenders or the priority of the Security. (3) Notwithstanding anything to the contrary herein, the Agent shall not accept any Security Interest from a Loan Party over an intere...