Security on all Assets. (1) The Secured Obligations (including, for certainty, all Obligations, Cash Management Obligations and Lender Financial Instrument Obligations) shall be secured, equally and rateably, by first priority Security Interests on, to and against all present and future property, assets and undertaking of the Borrower and each of its Material Subsidiaries (collectively, the “Collateral”). (2) The Borrower shall execute and deliver Security substantially in the forms of Schedules X-0, X-0, X-0 and H-4 annexed hereto and shall cause each of its Material Subsidiaries to execute and deliver Security substantially in the forms of Schedules X-0, X-0, X-0 and H-8 annexed hereto, in each case with such amendments, modifications and insertions as may be required by the Agent, acting reasonably. (3) The Borrower (i) shall, as soon as reasonably practicable, provide written notice to the Agent of the acquisition, creation or existence of each Material Subsidiary created or acquired after the date hereof, together with such other information as the Agent may reasonably require, and (ii) shall promptly, and in any event within 15 Banking Days of such acquisition, creation or existence (or such longer period of time as may be agreed to by the Agent, in its sole discretion), cause each new Material Subsidiary to promptly execute and deliver to the Agent the Security contemplated hereby (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably). (4) The Borrower shall ensure that at all times, (a) at least 95% of Consolidated Assets shall be legally, beneficially and directly owned by the Borrower and its Material Subsidiaries which have provided Security hereunder and (b) at least 95% of Consolidated EBITDA shall be attributable to the Borrower and its Material Subsidiaries which have provided Security hereunder; and if at any time less than 95% of Consolidated Assets or 95% of Consolidated EBITDA shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Borrower and its Material Subsidiaries which have provided Security hereunder, the Borrower shall promptly, and in any event within 15 Banking Days after any such occurrence, designate another Subsidiary which is not then a Material Subsidiary to be a Designated Material Subsidiary pursuant hereto to the extent required to ensure that after such designation, 95% or more of Consolidated Assets or 95% of Consolidated EBITDA, as applicable, shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Borrower and its Material Subsidiaries which have provided Security hereunder. The Borrower shall ensure that, at all times, all registrations, filings and/or recordings of the Security shall have been made in all offices where such registration, filing or recording is necessary or of advantage to the creation, perfection and preserving of the Security and the Security Interests created thereby. (5) The Borrower shall from time to time, by notice in writing to the Agent (together with reasonable particulars which demonstrate compliance with the foregoing covenant), be entitled to designate that either: (a) a Subsidiary which is not a Material Subsidiary shall become a Designated Material Subsidiary; or (b) a Designated Material Subsidiary shall cease to be a Material Subsidiary, provided that the Borrower shall not be entitled to designate that a Designated Material Subsidiary shall cease to be a Material Subsidiary if: (c) a Default or an Event of Default has occurred and is continuing; (d) a Default or an Event of Default would result from or exist immediately after such a designation; or (e) such Designated Material Subsidiary falls within part (a), (b), (c) or (d) of the definition of “Material Subsidiary”. In order to give effect to the foregoing provisions of Section 10.1(3) and this Section 10.1(4), the Borrower shall cause any Material Subsidiary that becomes a Designated Material Subsidiary to promptly execute and deliver Security to the Agent (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably). (6) In addition to the Security described in subsections (1) and (2) of this Section 10.1, the Borrower shall execute and deliver, or shall cause to be executed and delivered, all such guarantees and mortgages, debentures, pledge agreements, assignments and other security agreements as may be required by the Majority of the Lenders, acting reasonably (each in form and substance satisfactory to the Majority of the Lenders) in order to, or to more effectively, charge in favour of the Agent or grant Security Interests in favour of the Agent on and against all of the undertaking, assets and property (real or personal, tangible or intangible, present or future and of whatsoever nature and kind) of the Borrower and its Material Subsidiaries, as continuing collateral security for the payment and performance by the Borrower of all Secured Obligations.
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Security on all Assets. (1) The Secured Obligations (including, for certainty, all Obligations, Cash Management Obligations and Lender Financial Instrument Obligations) shall be secured, equally and rateably, by first priority Security Interests on, to and against against, subject as provided in the last sentence of this paragraph, (a) all present and future property, assets and undertaking of the Borrower Borrowers and each of its their Material Subsidiaries (collectivelyother than the Baytex LuxCo), and (b) all bank accounts (including, for certainty, all amounts and financial assets held therein) of the Baytex LuxCo, and all equity interests held by the Baytex LuxCo in the U.S. Borrower (and following the Post-Closing Reorganization, BTE USA Topco, Inc.), and any other Subsidiary of the Baytex LuxCo as the Agent may request from time to time. The Borrowers shall ensure that, at all times, the “Collateral”Borrowers and the Material Subsidiaries have provided mortgage liens over U.S. P&NG Assets representing not less than the U.S. Fixed Charge Threshold; provided that, in respect of U.S. P&NG Assets which are created, acquired, purchased or otherwise becomes held, or beneficially held, by a Borrower or any Material Subsidiary after the date hereof, the Borrowers shall have provided, or caused to be provided, mortgage liens over such U.S. P&NG Assets within (subject to Section 11.1(7)) 45 days (or within such longer period as the Agent may agree to in its sole discretion) of the date such U.S. P&NG Assets were created, acquired, purchased, held or beneficially held by such Borrower or such Material Subsidiary to the extent necessary to comply with the foregoing requirement.
(2a) The Borrowers shall, and shall cause the Material Subsidiaries to, execute and deliver such mortgages, deeds of trust, guarantees, debentures, debenture pledge agreements, pledge agreements, control agreements, assignments, security agreements, stock transfer powers executed in blank and other agreements, documents or instruments as required to secure the Secured Obligations, equally and rateably, by first priority Security Interests on, to and against, subject to the last sentence of Section 11.1(1), all present and future property, assets and undertaking of the Borrowers and the Material Subsidiaries and (b) without limiting the generality of the foregoing, each Borrower with U.S. P&NG Assets shall execute and deliver Security substantially in the forms of Schedules X-0deliver, X-0, X-0 and H-4 annexed hereto and shall cause each of its Material Subsidiaries Subsidiary with U.S. P&NG Assets to execute and deliver deliver, in each case, such mortgages and deeds of trust on U.S. P&NG Assets to the extent necessary to comply, in the aggregate, with the last sentence of Section 11.1(1) and meet the U.S. Fixed Charge Threshold; provided that in the case of both (a) and (b) above, such Security shall be substantially in the forms form of Schedules X-0the applicable Existing Security (or in the form of Schedule H in the case of guarantees) and otherwise in form and substance satisfactory to the Agent, X-0acting reasonably, X-0 and H-8 annexed hereto, in each case with including such amendments, modifications and insertions to such applicable Existing Security or such form of Schedule H as may be required by the Agent, acting reasonablyreasonably (including having regard to the jurisdictions where such Borrowers and Material Subsidiaries carry on business); provided further that, the Baytex LuxCo shall only be required to execute and deliver a pledge of bank accounts (including, for certainty, all amounts and financial assets held therein) and a pledge in respect of its equity interests in the U.S. Borrower (and following the Post-Closing Reorganization, BTE USA Topco, Inc.), and any other Subsidiary of the Baytex LuxCo as the Agent may request from time to time.
(3) The Canadian Borrower (ia) shall, as soon as reasonably practicable, provide give written notice to the Agent of the acquisition, creation or existence of each Material Subsidiary created or acquired after the date hereof, together with such other information as the Agent may reasonably require, and (iib) shall promptly, and in any event within 15 ten (10) Banking Days of such acquisition, creation or existence (or such longer period of time as may be agreed to by the Agent, Agent in its sole discretion)) of such acquisition, creation or existence, the Borrowers shall cause each new Material Subsidiary to promptly execute and deliver to the Agent the Security contemplated hereby (together with a with: (i) certified copy copies of its constating documents documents, by-laws and the resolutions of the board of directors (or like body) of such Material Subsidiary authorizing the Security, (ii) a certificate as to the incumbency of the officers or directors of such Material Subsidiary signing the Security and (iii) a legal opinion in form and substance satisfactory to the Agent, acting reasonably).
(4) The Borrower Borrowers shall ensure that at all times, (a) at least 9590% of Consolidated Assets shall be legally, beneficially and directly owned by the Canadian Borrower and its Material Subsidiaries which have provided Security hereunder and (b) at least 95% of Consolidated EBITDA shall be attributable to the Borrower and its Material Subsidiaries which have provided Security hereunder; and if at any time less than 9590% of Consolidated Assets or 95% of Consolidated EBITDA shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Canadian Borrower and its the Material Subsidiaries which have provided Security hereunder, the Canadian Borrower shall promptly, and in any event within 15 ten (10) Banking Days after any (or such occurrence, designate another Subsidiary which is not then a Material Subsidiary to be a Designated Material Subsidiary pursuant hereto to the extent required to ensure that after such designation, 95% or more longer period of Consolidated Assets or 95% of Consolidated EBITDA, as applicable, shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Borrower and its Material Subsidiaries which have provided Security hereunder. The Borrower shall ensure that, at all times, all registrations, filings and/or recordings of the Security shall have been made in all offices where such registration, filing or recording is necessary or of advantage to the creation, perfection and preserving of the Security and the Security Interests created thereby.
(5) The Borrower shall from time to time, by notice in writing to the Agent (together with reasonable particulars which demonstrate compliance with the foregoing covenant), be entitled to designate that either:
(a) a Subsidiary which is not a Material Subsidiary shall become a Designated Material Subsidiary; or
(b) a Designated Material Subsidiary shall cease to be a Material Subsidiary, provided that the Borrower shall not be entitled to designate that a Designated Material Subsidiary shall cease to be a Material Subsidiary if:
(c) a Default or an Event of Default has occurred and is continuing;
(d) a Default or an Event of Default would result from or exist immediately after such a designation; or
(e) such Designated Material Subsidiary falls within part (a), (b), (c) or (d) of the definition of “Material Subsidiary”. In order to give effect to the foregoing provisions of Section 10.1(3) and this Section 10.1(4), the Borrower shall cause any Material Subsidiary that becomes a Designated Material Subsidiary to promptly execute and deliver Security to the Agent (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably).
(6) In addition to the Security described in subsections (1) and (2) of this Section 10.1, the Borrower shall execute and deliver, or shall cause to be executed and delivered, all such guarantees and mortgages, debentures, pledge agreements, assignments and other security agreements as may be required by the Majority of the Lenders, acting reasonably (each in form and substance satisfactory agreed to the Majority of the Lenders) in order to, or to more effectively, charge in favour of the Agent or grant Security Interests in favour of the Agent on and against all of the undertaking, assets and property (real or personal, tangible or intangible, present or future and of whatsoever nature and kind) of the Borrower and its Material Subsidiaries, as continuing collateral security for the payment and performance by the Borrower of all Secured Obligations.by
Appears in 1 contract
Security on all Assets. (1a) The Obligations of the Loan Parties under the Loan Documents (the “Secured Obligations (including, for certainty, all Obligations, Cash Management Obligations and Lender Financial Instrument Obligations”) shall be secured, equally and rateably, by first priority perfected Security Interests on, to and against all present and future property, assets and undertaking of the Borrower and each of its Material Subsidiaries Subsidiaries, second in priority only to (collectivelyi) the Security Interests in favor of the lenders or the First Lien Agent under the First Lien Facility, (ii) Permitted Encumbrances existing as of the “Collateral”)Effective Date and (iii) Permitted Encumbrances that are Security Interests that by the operation of law are granted priority ahead of all other Security Interests existing over the property by which they are secured.
(2b) The Borrower shall execute and deliver Security substantially Collateral Documents in the forms of Schedules X-0Exhibits J-1, X-0, X-0 J-2 and H-4 J-3 annexed hereto and shall cause each of its Material Subsidiaries to execute and deliver Security substantially a Subsidiary Guaranty and Collateral Documents in the forms of Schedules X-0Exhibits J-4, X-0, X-0 J-5 and H-8 J-6 annexed hereto, in each case with such amendments, modifications and insertions as may be required by the Administrative Agent, acting reasonably.
(3c) The Borrower (i) shall, as soon as reasonably practicable, provide give written notice to the Administrative Agent of the acquisition, creation or existence of each Material Subsidiary created or acquired after the date hereof, together with such other information as the Collateral Agent may reasonably require, and (ii) shall promptly, and in any event within 15 Banking 10 Business Days of such acquisition, creation or existence (or such longer period of time as may be agreed to by the Agent, in its sole discretion)existence, cause each new Material Subsidiary to promptly execute and deliver to the Administrative Agent a Subsidiary Guaranty and the Security Collateral Documents contemplated hereby (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Administrative Agent, acting reasonably).
(4d) The Borrower shall ensure that at all times, (a) at least 95% of the Consolidated Assets assets of the Borrower shall be legally, beneficially and directly owned by the Borrower and its Material Subsidiaries which have provided Security hereunder executed and (b) at least 95% of Consolidated EBITDA shall be attributable to the Borrower delivered a Subsidiary Guaranty and its Material Subsidiaries which have provided Security Collateral Documents hereunder; and if at any time less than 95% of the Consolidated Assets or 95% assets of Consolidated EBITDA the Borrower shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Borrower and its Material Subsidiaries which have provided Security executed and delivered a Subsidiary Guaranty and Collateral Documents hereunder, the Borrower shall promptly, and in any event within 15 Banking 10 Business Days after any such occurrence, designate another Subsidiary which is not then a Material Subsidiary to be a Designated Material Subsidiary pursuant hereto to the extent required to ensure that after such designation, 95% or more of the Consolidated Assets or 95% assets of Consolidated EBITDA, as applicable, the Borrower shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Borrower and its Material Subsidiaries which have provided Security executed and delivered a Subsidiary Guaranty and Collateral Documents hereunder. The Borrower shall ensure that, at all times, all registrations, filings and/or recordings of the Security shall have been made in all offices where such registration, filing or recording is necessary or of advantage to the creation, perfection and preserving of the Security and the Security Interests created thereby.
(5) The Borrower shall from time to time, by notice in writing to the Administrative Agent (together with reasonable particulars which demonstrate compliance with the foregoing covenant), be entitled to designate that either:
(ai) a Subsidiary which is not a Material Subsidiary shall become a Designated Material Subsidiary; or
(bii) a Designated Material Subsidiary shall cease to be a Material Subsidiary, provided that the Borrower shall not be entitled to designate that a Designated Material Subsidiary shall cease to be a Material Subsidiary if:
(ciii) a Default or an Event of Default has occurred and is continuing;
(div) a Default or an Event of Default would result from or exist immediately after such a designation; or
(ev) such Designated Material Subsidiary falls within part (a), (b), (c) or (d) of the definition of “Material Subsidiary”. In order to give effect to the foregoing provisions of Section 10.1(36.01(c) and this Section 10.1(46.01(d), the Borrower shall cause any Material Subsidiary that becomes a Designated Material Subsidiary to promptly execute and deliver Security a Subsidiary Guaranty and Collateral Documents to the Administrative Agent (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Administrative Agent, acting reasonably).
(6e) In addition to the Security Collateral Documents described in subsections (1a) and (2b) of this Section 10.16.01, the Borrower shall execute and deliver, or shall cause to be executed and delivered, all such guarantees and mortgages, debentures, pledge agreements, assignments and other security agreements as may be required by the Majority of the Required Lenders, acting reasonably (each in form and substance satisfactory to the Majority of the Required Lenders) in order to, or to more effectively, charge in favour favor of the Collateral Agent or grant Security Interests in favour favor of the Collateral Agent on and against all of the undertaking, assets and property (real or personal, tangible or intangible, present or future and of whatsoever nature and kind) of the Borrower and its Material Subsidiaries, Subsidiaries as continuing collateral security for the payment and performance by the Borrower of all Secured Obligations. Notwithstanding the foregoing, and for greater certainty, the Borrower and its Subsidiaries shall not be obligated by this Section 6.01(e) to provide fixed charges in any jurisdiction in which a floating charge may be provided on or against their P&NG Rights or P&NG Leases unless the Borrower or any of its Subsidiaries provides such a charge to secure the First Lien Obligations (but this sentence shall not restrict the registration, recording or filing of any other Security otherwise provided by the Borrower and its Subsidiaries in accordance with the terms hereof).
Appears in 1 contract
Security on all Assets. (1) The Secured Obligations (including, for certainty, all Obligations, Cash Management Obligations and Lender Financial Instrument Obligations) shall be secured, equally and rateably, by first priority Security Interests on, to and against against, subject as provided in the last sentence of this paragraph, (a) all present and future property, assets and undertaking of the Borrower Borrowers and each of its their Material Subsidiaries (collectivelyother than the Baytex LuxCo), and (b) all bank accounts (including, for certainty, all amounts and financial assets held therein) of the Baytex LuxCo. The Borrowers and their Material Subsidiaries shall ensure that, at all times, they have provided mortgage liens over U.S. P&NG Assets representing not less than the U.S. Fixed Charge Threshold; provided that, in respect of U.S. P&NG Assets which are created, acquired, purchased or otherwise becomes held, or beneficially held, by a Borrower or any Material Subsidiary after the date hereof, the “Collateral”)Borrowers shall have provided, or caused to be provided, mortgage liens over such U.S. P&NG Assets within 45 days (or within such longer period as the Agent may agree to in its sole discretion) of the date such U.S. P&NG Assets were created, acquired, purchased, held or beneficially held by such Borrower or such Material Subsidiary to the extent necessary to comply with the foregoing requirement.
(2) The Canadian Borrower (a) shall execute and deliver Security substantially in the forms of Schedules X-0, X-0, X-0 and H-4 annexed hereto and hereto, (b) shall cause each of its Canadian Material Subsidiaries to execute and deliver the Security substantially in the forms of Schedules X-0, X-0, X-0 and H-8 annexed hereto, (c) shall cause the U.S. Borrower and any foreign Material Subsidiaries (other than the Baytex LuxCo) to execute and deliver such mortgages, deeds of trust, guarantees, debentures, debenture pledge agreements, pledge agreements, control agreements, assignments, security agreements, stock transfer powers executed in blank and other agreements, documents or instruments as required to secure the Secured Obligations, equally and rateably, by first priority Security Interests on, to and against, subject to the last sentence of Section 11.1(1), all present and future property, assets and undertaking of the U.S. Borrower and such foreign Material Subsidiaries, each in form and substance satisfactory to the Agent, acting reasonably, (d) shall cause the Baytex LuxCo to execute and deliver such guarantees, pledge agreements, assignments and other security agreements as required to secure the Secured Obligations, equally and rateably, by first priority Security Interests on, to and against all bank accounts (including, for certainty, all amounts and financial assets held therein) of the Baytex LuxCo, each in form and substance satisfactory to the Agent, acting reasonably, and (e) shall execute and deliver to the extent it has U.S. P&NG Assets, and cause the U.S. Borrower and the Material Subsidiaries with U.S. P&NG Assets to execute and deliver, in each case, such mortgages and deeds of trust on U.S. P&NG Assets to the extent necessary to comply, in the aggregate, with the last sentence of Section 11.1(1) and meet the U.S. Fixed Charge Threshold, each in form and substance satisfactory to the Agent, acting reasonably, as applicable and in each case with such amendments, modifications and insertions as may be required by the Agent, acting reasonablyreasonably (including having regard to the jurisdictions where such Material Subsidiaries carry on business).
(3) The Canadian Borrower (ia) shall, as soon as reasonably practicable, provide give written notice to the Agent of the acquisition, creation or existence of each Material Subsidiary created or acquired after the date hereof, together with such other information as the Agent may reasonably require, and (iib) shall promptly, and in any event within 15 ten (10) Banking Days of such acquisition, creation or existence (or such longer period of time as may be agreed to by the Agent, in its sole discretion)existence, cause each new Material Subsidiary to promptly execute and deliver to the Agent the Security contemplated hereby (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably).
(4) The Canadian Borrower shall ensure that at all times, (a) at least 9590% of Consolidated Assets shall be legally, beneficially and directly owned by the Canadian Borrower and its Material Subsidiaries which have provided Security hereunder and (b) at least 95% of Consolidated EBITDA shall be attributable to the Borrower and its Material Subsidiaries which have provided Security hereunder; and if at any time less than 9590% of Consolidated Assets or 95% of Consolidated EBITDA shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Canadian Borrower and its Material Subsidiaries which have provided Security hereunder, the Canadian Borrower shall promptly, and in any event within 15 ten (10) Banking Days after any such occurrence, designate another Subsidiary which is not then a Material Subsidiary to be a Designated Material Subsidiary pursuant hereto to the extent required to ensure that after such designation, 9590% or more of Consolidated Assets or 95% of Consolidated EBITDA, as applicable, shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Borrower and its Material Subsidiaries which have provided Security hereunder. The Borrower shall ensure that, at all times, all registrations, filings and/or recordings of the Security shall have been made in all offices where such registration, filing or recording is necessary or of advantage to the creation, perfection and preserving of the Security and the Security Interests created thereby.
(5) The Borrower shall from time to time, by notice in writing to the Agent (together with reasonable particulars which demonstrate compliance with the foregoing covenant), be entitled to designate that either:
(a) a Subsidiary which is not a Material Subsidiary shall become a Designated Material Subsidiary; or
(b) a Designated Material Subsidiary shall cease to be a Material Subsidiary, provided that the Borrower shall not be entitled to designate that a Designated Material Subsidiary shall cease to be a Material Subsidiary if:
(c) a Default or an Event of Default has occurred and is continuing;
(d) a Default or an Event of Default would result from or exist immediately after such a designation; or
(e) such Designated Material Subsidiary falls within part (a), (b), (c) or (d) of the definition of “Material Subsidiary”. In order to give effect to the foregoing provisions of Section 10.1(3) and this Section 10.1(4), the Borrower shall cause any Material Subsidiary that becomes a Designated Material Subsidiary to promptly execute and deliver Security to the Agent (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably).
(6) In addition to the Security described in subsections (1) and (2) of this Section 10.1, the Borrower shall execute and deliver, or shall cause to be executed and delivered, all such guarantees and mortgages, debentures, pledge agreements, assignments and other security agreements as may be required by the Majority of the Lenders, acting reasonably (each in form and substance satisfactory to the Majority of the Lenders) in order to, or to more effectively, charge in favour of the Agent or grant Security Interests in favour of the Agent on and against all of the undertaking, assets and property (real or personal, tangible or intangible, present or future and of whatsoever nature and kind) of the Borrower and its Material Subsidiaries, as continuing collateral security for the payment and performance by the Borrower of all Secured Obligations.Canadian Borrower
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Security on all Assets. (1) The Secured Obligations (including, for certainty, all Obligations, the Cash Management Obligations and Lender Financial Instrument Obligations) Obligations shall be secured, equally and rateably, by first priority Security Interests on, to and against all present and future property, assets and undertaking of the Borrower and each of its Material Subsidiaries (collectively, the “"Collateral”").
(2) The Borrower shall execute and deliver Security substantially in the forms of Schedules X-0, X-0, X-0 and H-4 annexed hereto and shall cause each of its Material Subsidiaries to execute and deliver Security (including the guarantee substantially in the forms form of Schedules X-0, X-0, X-0 and H-8 Schedule H-4 annexed hereto), in each case with such amendments, modifications and insertions as may be required by the Agent, acting reasonably.
(3) The Borrower (i) shall, as soon as reasonably practicable, provide give written notice to the Agent of the acquisition, creation or existence of each Material Subsidiary created or acquired after the date hereof, together with such other information as the Agent may reasonably require, and (ii) shall promptly, and in any event within 15 10 Banking Days of such acquisition, creation or existence (or such longer period of time as may be agreed to by the Agent, in its sole discretion)existence, cause each new Material Subsidiary to promptly execute and deliver to the Agent the Security contemplated hereby (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably).
(4) The Borrower shall ensure that at all times, (a) at least 95% of Consolidated Net Tangible Assets shall be legally, beneficially and directly owned by the Borrower and its Material Subsidiaries which have provided Security hereunder and (b) at least 95% of Consolidated EBITDA shall be attributable to the Borrower and its Material Subsidiaries which have provided Security hereunder; and if at any time less than 95% of Consolidated Net Tangible Assets or 95% of Consolidated EBITDA shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Borrower and its Material Subsidiaries which have provided Security hereunder, the Borrower shall promptly, and in any event within 15 10 Banking Days after any such occurrence, designate another Subsidiary which is not then a Material Subsidiary to be a Designated Material Subsidiary pursuant hereto to the extent required to ensure that after such designation, 95% or more of Consolidated Net Tangible Assets or 95% of Consolidated EBITDA, as applicable, shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Borrower and its Material Subsidiaries which have provided Security hereunder. The Borrower shall ensure that, at all times, ; and all registrations, filings and/or recordings of the such Security shall have been made in all offices where such registration, filing or recording is necessary or of advantage to the creation, perfection and preserving of the such Security and the Security Interests created thereby.
(5) . The Borrower shall from time to time, by notice in writing to the Agent (together with reasonable particulars which demonstrate compliance with the foregoing covenant), be entitled to designate that either:
(a) a Subsidiary which is not a Material Subsidiary shall become a Designated Material Subsidiary; or
(b) a Designated Material Subsidiary shall cease to be a Material Subsidiary, provided p rovided that the Borrower shall not be entitled to designate that a Designated Material Subsidiary shall cease to be a Material Subsidiary if:
(c) a Default or an Event of Default has occurred and is continuing;
(d) a Default or an Event of Default would result from or exist immediately after such a designation; or
(e) such Designated Material Subsidiary falls within part (a), (b), (c) or (dc) of the definition of “"Material Subsidiary”". In order to give effect to the foregoing provisions of Section 10.1(311.1(3) and this Section 10.1(411.1(4), the Borrower shall cause any Material Subsidiary that becomes a Designated Material Subsidiary to promptly execute and deliver Security to the Agent (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably).
(65) In addition to the Security described in subsections (1) and (2) of this Section 10.111.1, the Borrower shall execute and deliver, or shall cause to be executed and delivered, all such guarantees and mortgages, debentures, pledge agreements, assignments and other security agreements as may be required by the Majority of the Lenders, acting reasonably (each in form and substance satisfactory to the Majority of the Lenders) in order to, or to more effectively, charge in favour of the Agent or grant Security Interests in favour of the Agent on and against all of the undertaking, assets and property (real or personal, tangible or intangible, present or future and of whatsoever nature and kind) of the Borrower and its Material Subsidiaries, as continuing collateral security for the payment and performance by the Borrower of all Secured Obligations, Cash Management Obligations and Lender Financial Instrument Obligations.
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Security on all Assets. (1) The Secured Obligations (including, for certainty, all Obligations, Cash Management Obligations and Lender Financial Instrument Obligations) Obligations shall be secured, equally and rateably, by first priority Security Interests on, to and against against, subject as provided in the last sentence of this paragraph, (a) all present and future property, assets and undertaking of the Borrower Borrowers and each of its their Material Subsidiaries (collectivelyother than the Baytex LuxCos), and (b) all bank accounts (including, for certainty, all amounts and financial assets held therein) of each Baytex LuxCo. The Borrowers and their Material Subsidiaries shall: (a) in the case of U.S. P&NG Assets in existence on the date hereof, within 30 days of the date hereof (or such later date as the Agent may agree to in its sole discretion) provide mortgage liens over such U.S. P&NG Assets representing not less than the U.S. Fixed Charge Threshold; and (b) thereafter, ensure that, at all times, they have provided mortgage liens over U.S. P&NG Assets representing not less than the U.S. Fixed Charge Threshold; provided that, in respect of U.S. P&NG Assets which are created, acquired, purchased or otherwise becomes held, or beneficially held, by a Borrower or any Material Subsidiary after the date hereof, the “Collateral”)Borrowers shall have provided, or caused to be provided, mortgage liens over such U.S. P&NG Assets within 45 days (or within such longer period as the Agent may agree to in its sole discretion) of the date such U.S. P&NG Assets were created, acquired, purchased, held or beneficially held by such Borrower or such Material Subsidiary to the extent necessary to comply with the foregoing requirement.
(2) The Borrower Canadian Borrower: (a) shall execute and deliver Security substantially in the forms of Schedules X-0, X-0, X-0 and H-4 annexed hereto and hereto, (b) shall cause each of its Canadian Material Subsidiaries to execute and deliver the Security substantially in the forms of Schedules X-0, X-0, X-0 and H-8 annexed hereto, (c) shall cause the U.S. Borrower and any foreign Material Subsidiaries (other than the Baytex LuxCos) to execute and deliver such mortgages, deeds of trust, guarantees, debentures, debenture pledge agreements, pledge agreements, control agreements, assignments, security agreements, stock transfer powers executed in blank and other agreements, documents or instruments as required to secure the Obligations and Lender Financial Instrument Obligations, equally and rateably, by first priority Security Interests on, to and against, subject to the last sentence of Section 11.1(1), all present and future property, assets and undertaking of the U.S. Borrower and such foreign Material Subsidiaries, each in form and substance satisfactory to the Agent, acting reasonably, (d) shall cause each Baytex LuxCo to execute and deliver such guarantees, pledge agreements, assignments and other security agreements as required to secure the Obligations and Lender Financial Instrument Obligations, equally and rateably, by first priority Security Interests on, to and against all bank accounts (including, for certainty, all amounts and financial assets held therein) of each Baytex LuxCo, each in form and substance satisfactory to the Agent, acting reasonably, and (e) shall execute and deliver to the extent it has U.S. P&NG Assets, and cause the U.S. Borrower and the Material Subsidiaries with U.S. P&NG Assets to execute and deliver, in each case, such mortgages and deeds of trust on U.S. P&NG Assets to the extent necessary to comply, in the aggregate, with the last sentence of Section 11.1(1) and meet the U.S. Fixed Charge Threshold, each in form and substance satisfactory to the Agent, acting reasonably, as applicable and in each case with such amendments, modifications and insertions as may be required by the Agent, acting reasonablyreasonably (including having regard to the jurisdictions where such Material Subsidiaries carry on business).
(3) The Canadian Borrower (ia) shall, as soon as reasonably practicable, provide give written notice to the Agent of the acquisition, creation or existence of each Material Subsidiary created or acquired after the date hereof, together with such other information as the Agent may reasonably require, and (iib) shall promptly, and in any event within 15 10 Banking Days of such acquisition, creation or existence (or such longer period of time as may be agreed to by the Agent, in its sole discretion)existence, cause each new Material Subsidiary to promptly execute and deliver to the Agent the Security contemplated hereby (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably).
(4) The Borrower shall ensure that at all times, (a) at least 95% of Consolidated Assets shall be legally, beneficially and directly owned by the Borrower and its Material Subsidiaries which have provided Security hereunder and (b) at least 95% of Consolidated EBITDA shall be attributable to the Borrower and its Material Subsidiaries which have provided Security hereunder; and if at any time less than 95% of Consolidated Assets or 95% of Consolidated EBITDA shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Borrower and its Material Subsidiaries which have provided Security hereunder, the Borrower shall promptly, and in any event within 15 Banking Days after any such occurrence, designate another Subsidiary which is not then a Material Subsidiary to be a Designated Material Subsidiary pursuant hereto to the extent required to ensure that after such designation, 95% or more of Consolidated Assets or 95% of Consolidated EBITDA, as applicable, shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Borrower and its Material Subsidiaries which have provided Security hereunder. The Borrower shall ensure that, at all times, all registrations, filings and/or recordings of the Security shall have been made in all offices where such registration, filing or recording is necessary or of advantage to the creation, perfection and preserving of the Security and the Security Interests created thereby.
(5) The Borrower shall from time to time, by notice in writing to the Agent (together with reasonable particulars which demonstrate compliance with the foregoing covenant), be entitled to designate that either:
(a) a Subsidiary which is not a Material Subsidiary shall become a Designated Material Subsidiary; or
(b) a Designated Material Subsidiary shall cease to be a Material Subsidiary, provided that the Borrower shall not be entitled to designate that a Designated Material Subsidiary shall cease to be a Material Subsidiary if:
(c) a Default or an Event of Default has occurred and is continuing;
(d) a Default or an Event of Default would result from or exist immediately after such a designation; or
(e) such Designated Material Subsidiary falls within part (a), (b), (c) or (d) of the definition of “Material Subsidiary”. In order to give effect to the foregoing provisions of Section 10.1(3) and this Section 10.1(4), the Borrower shall cause any Material Subsidiary that becomes a Designated Material Subsidiary to promptly execute and deliver Security to the Agent (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably).
(6) In addition to the Security described in subsections (1) and (2) of this Section 10.1, the Borrower shall execute and deliver, or shall cause to be executed and delivered, all such guarantees and mortgages, debentures, pledge agreements, assignments and other security agreements as may be required by the Majority of the Lenders, acting reasonably (each in form and substance satisfactory to the Majority of the Lenders) in order to, or to more effectively, charge in favour of the Agent or grant Security Interests in favour of the Agent on and against all of the undertaking, assets and property (real or personal, tangible or intangible, present or future and of whatsoever nature and kind) of the Borrower and its Material Subsidiaries, as continuing collateral security for the payment and performance by the Borrower of all Secured Obligations.
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