Common use of Transfer of Trust Property to the Trust Clause in Contracts

Transfer of Trust Property to the Trust. Upon the formation of the Trust, ECA paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Organizational Trust Agreement and in this Agreement. At (and subject to the occurrence of) the Closing the following transactions will occur: (a) ECA and the Private Investors shall convey to the Trust the Perpetual Royalty Interests in exchange for 3,087,371 Common Units and 4,401,250 Subordinated Units to be issued to ECA and 1,313,879 Common Units to be issued to the Private Investors as set forth on Annex B hereto (collectively, the “Sponsor Units”); (b) the Trust shall issue the Initial Common Units to the Underwriters for the cash consideration and on the terms set forth in the Underwriting Agreement; (c) ECA shall assign the Floor Agreements to the Trust pursuant to the Assignment of Floor Agreements; (d) ECA shall enter into the Swap Agreement with the Trust; (e) ECA Sub shall convey to the Trust the Term Royalty Interests in exchange for $___ in cash; (f) ECA and the Trust shall enter into the Development Agreement and the Administrative Services Agreement; (g) ECA, certain of the Private Investors and the Trust shall enter into the Registration Rights Agreement; and (h) ECA shall grant the Drilling Support Lien and the Royalty Interest Lien to the Trust. If the Underwriters exercise the Overallotment Option, on any Overallotment Option Closing Date the Trust shall issue the applicable number of Overallotment Option Common Units to the Underwriters for the cash consideration and on the terms set forth in the Underwriting Agreement. The issuance of the Initial Common Units, the Overallotment Option Units, the Sponsor Units and the 4,401,250 Subordinated Units is hereby duly authorized and, upon issuance at the Closing or the Overallotment Option Closing, as applicable, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing or the Overallotment Option Closing of the consideration described above, the Trust Units will be fully paid and nonassessable without the requirement of any further consideration.

Transfer of Trust Property to the Trust. (a) Upon the formation of the Trust, ECA XxxxXxxxx paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Organizational Initial Trust Agreement and in this Agreement. At (and subject to the occurrence of) the Closing the following transactions will occur: (ai) ECA and XxxxXxxxx E&P shall convey to XxxxXxxxx Sub the Private Investors Term Royalty Interests in exchange for a promissory note from XxxxXxxxx Sub in the amount of $288,120,000 (the “Promissory Note”); (ii) XxxxXxxxx E&P shall convey to the Trust the Perpetual Royalty Interests in exchange for 3,087,371 3,750,000 Common Units (the “Sponsor Units”) and 4,401,250 7,000,000 Subordinated Units to be issued to ECA and 1,313,879 Common Units to be issued to the Private Investors as set forth on Annex B hereto (collectively, the “Sponsor Units”)XxxxXxxxx E&P; (biii) the Trust shall issue the Initial Common Units to the Underwriters for the cash consideration and on the terms set forth in the Underwriting Agreement; (civ) ECA XxxxXxxxx Sub shall assign the Floor Agreements convey to the Trust Trust, pursuant to the Assignment of Floor Agreements; (d) ECA shall enter into the Swap Agreement with the Trust; (e) ECA Sub shall convey to the Trust Royalty Interest, the Term Royalty Interests in exchange for $___ 288,120,000 in cash; (fv) ECA XxxxXxxxx Sub shall pay to XxxxXxxxx E&P $288,120,000 in cash, representing payment in full of the Promissory Note; (vi) the Trust shall deliver the balance of the cash consideration received fom the Underwriters for the Initial Common Units (less the cash payment made by the Trust to XxxxXxxxx Sub under clause (iv) above) to XxxxXxxxx E&P as partial consideration for the Perpetual Royalty Interests; (vii) the Trust shall issue 2,250,000 Overallotment Option Units and the Trustee shall hold the Overallotment Option Units in escrow pending either the Underwriters’ exercise of the Overallotment Option or the expiration of the Overallotment Option, following which the Overallotment Option Units will be delivered by the Trustee in accordance with Section 2.03(b) of this Agreement; (viii) XxxxXxxxx and the Trust shall enter into the Derivatives Agreement, Development Agreement, Administrative Services Agreement and the Administrative Services Agreement; (g) ECA, certain of the Private Investors and the Trust shall enter into the Registration Rights Agreement; and (hix) ECA XxxxXxxxx E&P shall grant enter into the Drilling Support Lien and Mortgage for the Royalty Interest Lien to benefit of the Trust. . (b) The Overallotment Option Units will be delivered as follows: (i) If the Underwriters exercise Overallotment Option is exercised, partially or in full, in accordance with its terms by the Overallotment OptionUnderwriters, on any an Overallotment Option Closing Date the Trust shall issue the applicable number of Overallotment Option Common Units will sell to the Underwriters such number of the Overallotment Option Units as is necessary to satisfy the Overallotment Option, and the Trust will promptly convey the proceeds received by it from the sale of the Overallotment Option Units, net of underwriting discounts and commissions and offering expenses, to XxxxXxxxx E&P, together with any remaining unsold Overallotment Option Units, as partial consideration for the cash consideration and on Perpetual Royalty Interests conveyed by XxxxXxxxx E&P to the terms set forth in Trust; and (ii) If the Overallotment Option is not exercised by the Underwriters within 30 days of the date of the Underwriting Agreement. , the Trustee shall deliver the Overallotment Option Units held by the Trustee in escrow to XxxxXxxxx E&P as partial consideration for the Perpetual Royalty Interests conveyed by XxxxXxxxx E&P to the Trust, promptly following the 30th day after the date of the Underwriting Agreement. (c) The issuance of the Initial Common Units, the Overallotment Option Units, the Sponsor Units and the 4,401,250 Subordinated Units is hereby duly authorized and, upon issuance at the Closing or the Overallotment Option Closing, as applicableissuance, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing or the Overallotment Option Closing of the consideration described above, the Trust Units will be fully paid and nonassessable without the requirement of any further consideration.

Transfer of Trust Property to the Trust. (a) Upon the formation of the Trust, ECA XxxxXxxxx paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Organizational Initial Trust Agreement and in this Agreement. At (and subject to the occurrence of) the Closing the following transactions will occur: (ai) ECA and XxxxXxxxx E&P shall convey to XxxxXxxxx Sub the Private Investors Term Royalty Interests in exchange for a promissory note from XxxxXxxxx Sub in the amount of $[ ] (the “Promissory Note”); (ii) XxxxXxxxx E&P shall convey to the Trust the Perpetual Royalty Interests in exchange for 3,087,371 [ ] Common Units (the “Sponsor Units”) and 4,401,250 [ ] Subordinated Units to be issued to ECA and 1,313,879 Common Units to be issued to the Private Investors as set forth on Annex B hereto (collectively, the “Sponsor Units”)XxxxXxxxx E&P; (biii) the Trust shall issue the Initial Common Units to the Underwriters for the cash consideration and on the terms set forth in the Underwriting Agreement; (civ) ECA XxxxXxxxx Sub shall assign the Floor Agreements convey to the Trust Trust, pursuant to the Assignment of Floor Agreements; (d) ECA shall enter into the Swap Agreement with the Trust; (e) ECA Sub shall convey to the Trust Royalty Interest, the Term Royalty Interests in exchange for $___ [ ] in cash; (fv) ECA XxxxXxxxx Sub shall pay to XxxxXxxxx E&P $[ ] in cash, representing payment in full of the Promissory Note; (vi) the Trust shall issue [ ] Overallotment Option Units and the Trustee shall hold the Overallotment Option Units in escrow pending either the Underwriters’ exercise of the Overallotment Option or the expiration of the Overallotment Option, following which the Overallotment Option Units will be delivered by the Trustee in accordance with Section 2.03(b) of this Agreement; (vii) XxxxXxxxx and the Trust shall enter into the Derivatives Agreement, Development Agreement, Administrative Services Agreement and the Administrative Services Agreement; (g) ECA, certain of the Private Investors and the Trust shall enter into the Registration Rights Agreement; and (hviii) ECA XxxxXxxxx E&P shall grant execute and deliver to the Trust the Drilling Support Lien and the Royalty Interest Lien to the Trust. Mortgage. (b) The Overallotment Option Units will be delivered as follows: (i) If the Underwriters exercise Overallotment Option is exercised, partially or in full, in accordance with its terms by the Overallotment OptionUnderwriters, on any an Overallotment Option Closing Date the Trust shall issue the applicable number of Overallotment Option Common Units will sell to the Underwriters such number of the Overallotment Option Units as is necessary to satisfy the Overallotment Option, and the Trust will promptly convey the proceeds received by it from the sale of the Overallotment Option Units, net of underwriting discounts and commissions and offering expenses, to XxxxXxxxx E&P, together with any remaining unsold Overallotment Option Units, as partial consideration for the cash consideration and on Perpetual Royalty Interests conveyed by XxxxXxxxx E&P to the terms set forth in Trust; and (ii) If the Overallotment Option is not exercised by the Underwriters within 30 days of the date of the Underwriting Agreement. , the Trustee shall deliver the Overallotment Option Units held by the Trustee in escrow to XxxxXxxxx E&P as partial consideration for the Perpetual Royalty Interests conveyed by XxxxXxxxx E&P to the Trust, promptly following the 30th day after the date of the Underwriting Agreement. (c) The issuance of the Initial Common Units, the Overallotment Option Units, the Sponsor Units and the 4,401,250 Subordinated Units is hereby duly authorized and, upon issuance at the Closing or the Overallotment Option Closing, as applicableissuance, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing or the Overallotment Option Closing of the consideration described above, the Trust Units will be fully paid and nonassessable without the requirement of any further consideration.

Transfer of Trust Property to the Trust. Upon the formation of the Trust, ECA paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Organizational Trust Agreement and in this Agreement. At (and subject to the occurrence of) the Closing the following transactions will occur: (a) ECA and the Private Investors shall convey to the Trust the Perpetual Royalty Interests in exchange for 3,087,371 Common Units and 4,401,250 Subordinated Units to be issued to ECA and 1,313,879 Common Units to be issued to the Private Investors as set forth on Annex Exhibit B hereto (collectively, the “Sponsor Units”); (b) the Trust shall issue the Initial Common Units to the Underwriters for the cash consideration and on the terms set forth in the Underwriting Agreement; (c) ECA shall assign the Floor Agreements to the Trust pursuant to the Assignment of Floor Agreements; (d) ECA shall enter into the Swap Agreement with the Trust; (e) ECA Sub shall convey to the Trust the Term Royalty Interests in exchange for $___ 160,500,000 in cash; (f) ECA and the Trust shall enter into the Development Agreement and the Administrative Services Agreement; (g) ECA, certain of the Private Investors and the Trust shall enter into the Registration Rights Agreement; and (h) ECA shall grant the Drilling Support Lien and the Royalty Interest Lien to the Trust. If the Underwriters exercise the Overallotment Option, on any Overallotment Option Closing Date the Trust shall issue the applicable number of Overallotment Option Common Units to the Underwriters for the cash consideration and on the terms set forth in the Underwriting Agreement. The issuance of the Initial Common Units, the Overallotment Option Units, the Sponsor Units and the 4,401,250 Subordinated Units is hereby duly authorized and, upon issuance at the Closing or the Overallotment Option Closing, as applicable, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing or the Overallotment Option Closing of the consideration described above, the Trust Units will be fully paid and nonassessable without the requirement of any further consideration.