Common use of Registration and Fixed Charge Security Clause in Contracts

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 interest in any real property located in the United States of America where such real property is comprised of any Building or Manufactured (Mobile) Home (as such terms are defined in the applicable U.S. Flood Insurance Laws) unless and until each affected Lender has confirmed its satisfactory completion of flood insurance due diligence and compliance with respect to such real property. Each affected Lender shall have completed its normal course flood hazard compliance review with respect to such real property (or as otherwise reasonably required by each affected Lender under applicable law in relation to such real property), including completion of the diligence and receipt of the documentation described in Section 9.1(x) and the receipt of such supporting and ancillary documentation as is normal and customary for transactions of this nature prior to the execution of any mortgage, deed of trust or other encumbrance instrument.

Registration and Fixed Charge Security. (1) The Borrowers Borrower shall, at their its 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)) Borrower shall not be obligated to register the Security at any land titles or land registry offices unless (including the Alberta Land Title Office) or under the Mines and until the Agent Minerals Act (acting reasonablyAlberta) requests such registration or similar legislation in writingother jurisdictions except in accordance with Section 11.2(2). The Borrowers Borrower 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 Borrower shall, and shall cause the Material its 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 '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”):following: (i) a Default that is continuing; (ii) an Event of Default; (iiiii) 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 (iiiiv) the Majority of the Lenders, acting in good faith, Lenders determining that any of the foregoing is necessary or desirable, in accordance with its usual and customary practices, 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 interest in any real property located in the United States of America where such real property is comprised of any Building or Manufactured (Mobile) Home (as such terms are defined in the applicable U.S. Flood Insurance Laws) unless and until each affected Lender has confirmed its satisfactory completion of flood insurance due diligence and compliance with respect to such real property. Each affected Lender shall have completed its normal course flood hazard compliance review with respect to such real property (or as otherwise reasonably required by each affected Lender under applicable law in relation to such real property), including completion of the diligence and receipt of the documentation described in Section 9.1(x) and the receipt of such supporting and ancillary documentation as is normal and customary for transactions of this nature prior to the execution of any mortgage, deed of trust or other encumbrance instrument.

Registration and Fixed Charge Security. (1) The Borrowers Borrower shall, at their its 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)) Borrower shall not be obligated to register the Security at any land titles or land registry offices unless (including the Alberta Land Title Office) or under the Mines and until the Agent Minerals Act (acting reasonablyAlberta) requests such registration or similar legislation in writingother jurisdictions except in accordance with Section 11.2(2). The Borrowers Borrower 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 Borrower shall, and shall cause the Material its 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 RightsX&XX Xxxxxx, P&NG X&XX 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”):following: (i) a Default that is continuing; (ii) an Event of Default; (iiiii) 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 (iiiiv) the Majority of the Lenders, acting in good faith, Lenders determining that any of the foregoing is necessary or desirable, in accordance with its usual and customary practices, 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 interest in any real property located in the United States of America where such real property is comprised of any Building or Manufactured (Mobile) Home (as such terms are defined in the applicable U.S. Flood Insurance Laws) unless and until each affected Lender has confirmed its satisfactory completion of flood insurance due diligence and compliance with respect to such real property. Each affected Lender shall have completed its normal course flood hazard compliance review with respect to such real property (or as otherwise reasonably required by each affected Lender under applicable law in relation to such real property), including completion of the diligence and receipt of the documentation described in Section 9.1(x) and the receipt of such supporting and ancillary documentation as is normal and customary for transactions of this nature prior to the execution of any mortgage, deed of trust or other encumbrance instrument.

Registration and Fixed Charge Security. (1) The Borrowers Borrower shall, at their its 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)) Borrower shall not be obligated to register the Security at any land titles or land registry offices unless (including the Alberta Land Title Office) or under the Mines and until the Agent Minerals Act (acting reasonablyAlberta) requests such registration or similar legislation in writingother jurisdictions except in accordance with Section 10.2(2). The Borrowers Borrower 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 Borrower shall, and shall cause the its 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 RightsX&XX Xxxxxx, P&NG X&XX 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) a Default that is continuing; (ii) an Event of Default; (iiiii) 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 Majority of the Lenders, each acting reasonably; or (iiiiv) the Majority of the Lenders, acting in good faith, determining that any of the foregoing is necessary or desirable 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 interest in any real property located in the United States of America where such real property is comprised of any Building or Manufactured (Mobile) Home (as such terms are defined in the applicable U.S. Flood Insurance Laws) unless and until each affected Lender has confirmed its satisfactory completion of flood insurance due diligence and compliance with respect to such real property. Each affected Lender shall have completed its normal course flood hazard compliance review with respect to such real property (or as otherwise reasonably required by each affected Lender under applicable law in relation to such real property), including completion of the diligence and receipt of the documentation described in Section 9.1(x) and the receipt of such supporting and ancillary documentation as is normal and customary for transactions of this nature prior to the execution of any mortgage, deed of trust or other encumbrance instrument.

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(211.1(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 Rights 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 interest in any real property located in the United States of America where such real property is comprised of any Building or Manufactured (Mobile) Home (as such terms are defined in the applicable U.S. Flood Insurance Laws) unless and until each affected Lender has confirmed its satisfactory completion of flood insurance due diligence and compliance with respect to such real property. Each affected Lender shall have completed its normal course flood hazard compliance review with respect to such real property (or as otherwise reasonably required by each affected Lender under applicable law in relation to such real property), including completion of the diligence and receipt of the documentation described in Section 9.1(x10.1(z) and the receipt of such supporting and ancillary documentation as is normal and customary for transactions of this nature prior to the execution of any mortgage, deed of trust or other encumbrance instrument.

Registration and Fixed Charge Security. (1) The Borrowers Borrower shall, at their its 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)) Borrower shall not be obligated to register the Security at any land titles or land registry offices unless (including the Alberta Land Title Office) or under the Mines and until the Agent Minerals Act (acting reasonablyAlberta) requests such registration or similar legislation in writingother jurisdictions except in accordance with Section 10.2(2). The Borrowers Borrower 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 Borrower shall, and shall cause the its 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) a Default that is continuing; (ii) an Event of Default; (iiiii) 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 Majority of the Lenders, each acting reasonably; or (iiiiv) the Majority of the Lenders, acting in good faith, determining that any of the foregoing is necessary or desirable 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 interest in any real property located in the United States of America where such real property is comprised of any Building or Manufactured (Mobile) Home (as such terms are defined in the applicable U.S. Flood Insurance Laws) unless and until each affected Lender has confirmed its satisfactory completion of flood insurance due diligence and compliance with respect to such real property. Each affected Lender shall have completed its normal course flood hazard compliance review with respect to such real property (or as otherwise reasonably required by each affected Lender under applicable law in relation to such real property), including completion of the diligence and receipt of the documentation described in Section 9.1(x) and the receipt of such supporting and ancillary documentation as is normal and customary for transactions of this nature prior to the execution of any mortgage, deed of trust or other encumbrance instrument.

Registration and Fixed Charge Security. (1) The Borrowers Canadian Borrower shall, at their its 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 Canadian Borrower (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 and except 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 Canadian Borrower 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 Canadian Borrower shall, and shall cause the U.S. Borrower and 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 RightsX&XX Xxxxxx, P&NG X&XX Leases and other interests in land (including fixtures) (including any U.S. P&NG Assets Rights 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 '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 interest in any real property located in the United States of America where such real property is comprised of any Building or Manufactured (Mobile) Home (as such terms are defined in the applicable U.S. Flood Insurance Laws) unless and until each affected Lender has confirmed its satisfactory completion of flood insurance due diligence and compliance with respect to such real property. Each affected Lender shall have completed its normal course flood hazard compliance review with respect to such real property (or as otherwise reasonably required by each affected Lender under applicable law in relation to such real property), including completion of the diligence and receipt of the documentation described in Section 9.1(x) and the receipt of such supporting and ancillary documentation as is normal and customary for transactions of this nature prior to the execution of any mortgage, deed of trust or other encumbrance instrument.

Registration and Fixed Charge Security. (1) The Borrowers Canadian Borrower shall, at their its 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 Canadian Borrower (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 and except 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 Canadian Borrower 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 Canadian Borrower shall, and shall cause the U.S. Borrower and 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 RightsX&XX Xxxxxx, P&NG X&XX Leases and other interests in land (including fixtures) (including any U.S. P&NG Assets Rights 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 interest in any real property located in the United States of America where such real property is comprised of any Building or Manufactured (Mobile) Home (as such terms are defined in the applicable U.S. Flood Insurance Laws) unless and until each affected Lender has confirmed its satisfactory completion of flood insurance due diligence and compliance with respect to such real property. Each affected Lender shall have completed its normal course flood hazard compliance review with respect to such real property (or as otherwise reasonably required by each affected Lender under applicable law in relation to such real property), including completion of the diligence and receipt of the documentation described in Section 9.1(x) and the receipt of such supporting and ancillary documentation as is normal and customary for transactions of this nature prior to the execution of any mortgage, deed of trust or other encumbrance instrument.