Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b). (b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or its designee.
Appears in 1 contract
Sources: Credit Agreement (Linn Energy, LLC)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vii)) to ascertain whether the Mortgaged Properties represent at least 80100% of the total value Recognized Value of the proved Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80100% of such total valueRecognized Value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety thirty (9030) days of the delivery of the certificate contemplated by required under Section 8.11(c8.12(c), to the Administrative Agent or its designee as security for the Indebtedness Obligations a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80100% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trustMortgages, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties to the Administrative Agent for the ratable benefit of the Secured Parties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).
(b) If (i) The Parent, the Intermediate Entities and the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) shall, and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such each Subsidiary to (other than, for the avoidance of doubt, the Excluded Subsidiary) to, guarantee the Indebtedness Obligations pursuant to the a Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiarypromptly, (Bi) pledge all of the Equity Interests of such new Subsidiary pursuant to a Pledge Agreement (including, without limitation, delivery of original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Cii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) If the Borrower elects to provide additional Mortgaged Properties in lieu of making any mandatory prepayment pursuant to Section 3.04(c), then the Borrower shall, or shall cause its Subsidiaries (other than, for the avoidance of doubt, the Excluded Subsidiary) to, grant to the Administrative Agent as security for the Obligations a first-priority Lien interest (subject only to Excepted Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places such a Lien on its designeeOil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(d) In the event that (i) the Required Lenders waive the provisions of Section 9.15 to permit the Borrower or any Domestic Subsidiary to become the owner of a Foreign Subsidiary (such waiver to be granted in the sole discretion of the Required Lenders), and (ii) such Foreign Subsidiary has total assets in excess of $1,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Obligations pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the applicable Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Mortgaged Properties evaluated in satisfies the most recently completed Reserve Report Mortgage Coverage Requirement after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the total value of the Mortgaged Properties do does not represent at least 80% of such total valuesatisfy the Mortgage Coverage Requirement, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, within ninety thirty (9030) days of the delivery of the certificate contemplated by required under Section 8.11(c) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent or its designee as security for the Indebtedness a first-first- priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged PropertyExcepted Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).Credit
(b) If In the event that (i) the Borrower determines that or any other Credit Party creates or acquires any Subsidiary is a Material Domestic Subsidiary or (in each case other than an Excluded Subsidiary), (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 or (other than intercompany Debt or Debt permitted under Section 9.02(e)iii) and in either caseany Excluded Subsidiary ceases to be an Excluded Subsidiary, such Subsidiary is not already a Guarantor, then the Borrower Parent Group shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty and Security Agreement. In connection with any such guarantyguarantee, the Borrower shall, or Parent Group shall cause such Subsidiary to, (A) cause such Domestic Subsidiary to execute and deliver the Guaranty and Security Agreement or a supplement to thereto, as applicable, and the Guaranty Intercompany Subordination Agreement executed by such Subsidiaryor a supplement thereto, as applicable, (B) cause the Credit Party that owns Equity Interests in such Subsidiary to pledge all of the Equity Interests of such new Subsidiary pursuant to the Guaranty and Security Agreement (including, without limitation, delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. The Parent Group shall cause any Subsidiary (other than the Borrower) that guarantees the obligations with respect to any Senior Notes, Permitted Junior Lien Term Loan Debt, Permitted Pari Term Loan Debt or Permitted Refinancing Debt in respect thereof to contemporaneously become a Guarantor by executing and delivering to the Administrative Agent an assumption agreement with respect to the Guaranty and Security Agreement.
(c) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) the Parent Group shall not, and shall not permit any of their respective Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.
(d) Notwithstanding anything to the contrary in this Agreement, the Guaranty and Security Agreement, or any other Loan Document, (i) Property may be excluded from the Collateral for all purposes of the Loan Documents if the Administrative Agent has determined in its designee.sole discretion (and has designated in writing) that such Property is immaterial for oil and gas mineral interest owners and the costs of obtaining such a security interest or perfection thereof are excessive in relation to the benefit of the Lenders of the security to be afforded thereby, (ii) the
Appears in 1 contract
Sources: Credit Agreement (Chord Energy Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value PV-10 of the Oil and Gas Borrowing Base Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total valuePV-10, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within ninety thirty (9030) days of the delivery of the certificate contemplated by required under Section 8.11(c8.12(c), to the Administrative Agent or its designee as security for the Indebtedness Secured Obligations a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged PropertyPermitted Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8090% of such total valuePV-10. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the The Borrower shall promptly cause such each newly created or acquired Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to the Guaranty AgreementAgreement and to g▇▇▇▇ ▇ ▇▇▇▇ and security interest in all of its Collateral (as defined in the security agreement) pursuant to a security agreement. In connection with any such guaranty, the Borrower shall, or shall promptly cause (i) such Subsidiary to, (A) to execute and deliver a supplement to the Guaranty Agreement executed by (or a supplement thereto, as applicable) and a security agreement (or a supplement thereto, as applicable) and (ii) the owners of the Equity Interests of such Subsidiary, (B) Subsidiary to pledge all of the Equity Interests of such new Subsidiary (including, without limitationin the event such Equity Interests are certificated, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) to execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent Agent.
(c) The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its designeeobligations under its respective Guaranty Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(c) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(c), or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(c) shall remain in full force and effect until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated (or are Cash Collateralized) and all LC Disbursements shall have been reimbursed. The Borrower intends that this Section 8.14(c) constitute, and this Section 8.14(c) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Loan Party (other than the Borrower) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 1 contract
Sources: Credit Agreement (Us Energy Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the The Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), grant to the Administrative Agent or its designee as security for the Indebtedness a firstsecond-priority Lien interest interest, junior and subordinate to the Lien securing the Senior Indebtedness (as defined in the Intercreditor and Subordination Agreement) (provided the Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).
(b) If In the event that (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a GuarantorDebt, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or its designee.,
Appears in 1 contract
Sources: Second Lien Senior Subordinated Term Loan Agreement (Linn Energy, LLC)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value Total Reserve Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total valueTotal Reserve Value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety thirty (9030) days of the delivery of the certificate contemplated by required under Section 8.11(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total valueTotal Reserve Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) In the event that the Borrower determines that forms or acquires any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either caseSubsidiary, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or its designeeAgent.
Appears in 1 contract
Sources: Credit Agreement (Trans Energy Inc)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase following the Effective Date, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value PV-9 of the Oil Proved Reserves of the Borrower and Gas Properties the Guarantors evaluated in the most recently completed by such Reserve Report Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total valuesatisfy the foregoing requirements, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, promptly grant, and, subject to Section 8.20(b), within ninety thirty (9030) days of (or such later date as the Administrative Agent may agree in its sole discretion) after delivery of the certificate contemplated by required under Section 8.11(c8.12(d), to the Administrative Agent or its designee Agent, as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on Obligations, Security Instruments covering additional Oil and Gas Borrowing Base Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of comply with such total valuerequirements. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the The Borrower shall promptly cause such each Domestic Subsidiary (other than an Excluded Subsidiary) to guarantee the Indebtedness Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 15 Business Days after the formation or acquisition (Aor other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement and Collateral Agreement, executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such Subsidiary that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof), (iii) grant Liens in favor of the Collateral Agent on all Property of such Subsidiary (other than Property excluded from the grant of such Liens pursuant to the terms of the Security Instruments) and (Civ) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding the foregoing, the following Restricted Subsidiaries shall not be required to guarantee the Obligations or execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document): (A) any Restricted Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Effective Date (or, if later, the date it becomes a Restricted Subsidiary) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received and for only so long as such restriction is outstanding, (B) any Foreign Subsidiary and (C) any Domestic Subsidiary of a Foreign Subsidiary that is a controlled foreign corporation within the meaning of section 957 of the Code (“CFC”) or any Domestic Subsidiary with no material assets other than Equity Interests (or Equity Interests and Debt) of one or more Foreign Subsidiaries that are CFCs; provided that the Borrower may (in its sole discretion) cause any Domestic Subsidiary, or if reasonably acceptable to the Administrative Agent, any Foreign Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest), to become a Guarantor and to execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document). Domestic Subsidiaries may be excluded from the requirements of this Section 8.14(b) if the Administrative Agent reasonably determines that the cost, burden, difficulty or its designeeconsequence of providing such a guarantee outweighs the benefit to the Lenders afforded thereby.
(c) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Borrower or any other Credit Party required to be included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the Borrower’s and the other Credit Parties’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall not be excluded from the Mortgaged Property and shall be encumbered by all applicable Security Instruments and (B) Parent Guarantor and the Borrower shall not, and shall not permit any Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Ultra Petroleum Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety thirty (9030) days of the delivery of the certificate contemplated by required under Section 8.11(c8.12(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8090% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the The Borrower shall promptly cause such each Subsidiary to guarantee the Indebtedness pursuant to the a Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Subsidiary pursuant to a Subsidiary Pledge Agreement (including, without limitation, delivery of original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (CB) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) If the Borrower elects to provide additional Mortgaged Properties in lieu of making any mandatory prepayment pursuant to Section 3.04(c), then the Borrower shall, or shall cause its Subsidiaries to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places such a Lien on its designeeOil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).
(d) In the event that (i) the Majority Lenders waive the provisions of Section 9.15 to permit the Borrower or any Domestic Subsidiary to become the owner of a Foreign Subsidiary (such waiver to be granted in the sole discretion of the Majority Lenders), and (ii) such Foreign Subsidiary has total assets in excess of $1,000,000, then the Borrower shall promptly, or shall cause such Domestic Subsidiary to promptly, guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement, (ii) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), grant to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (provided the Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8085% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the The Borrower shall promptly cause such Subsidiary each Subsidiary, except those Subsidiaries acquired in the Acquisition which will be dissolved shortly thereafter, to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver the Guaranty Agreement or a supplement to the Guaranty Agreement executed as required by such Subsidiarythe Administrative Agent, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) If any Event of Default shall occur and be continuing, then the Borrower shall, and shall cause each of its Subsidiaries to, within 10 Business Days, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien (provided Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on all of their Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent substantially all of the Oil and Gas Properties of the Borrower and its Subsidiaries. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or its designeeother Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report prepared in connection with such redetermination pursuant to Section 8.11 and the list of current Mortgaged Oil and Gas Properties (subject to a Mortgage as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total date of such Reserve Report. If the aggregate value of the Oil and Gas Properties evaluated in subject to a Mortgage is less than the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total valueRequired Mortgage Value, then the Borrower shall, and shall cause its Subsidiaries to, grant, grant within ninety (90) 30 days of the delivery of the certificate contemplated by referred to in Section 8.11(c), ) to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties not already to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Lien of Mortgage to equal or exceed the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total valueRequired Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposesAgent. In order to comply with the foregoing, if any Any Subsidiary places that creates a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply in accordance with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the The Borrower shall promptly cause such Subsidiary each Material Subsidiary, other than the Excluded Subsidiaries, to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Joinder Agreement executed by such Subsidiary, (Bii) pledge grant a first-priority security interest in all of the Equity Interests of in such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, as appropriate, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) ), and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in furtherance of the requirements of this Section 8.13(b).
(c) In the event that the Borrower or its designeeany Material Subsidiary becomes a partner in a Partnership or acquires additional interest in a Partnership, then the Borrower shall, or shall cause such Subsidiary to, (i) grant a first-priority security interest in all the Equity Interests owned by such Person in such Partnership and (ii) execute and deliver such other additional documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in furtherance of the requirements of this Section 8.13(c).
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination With respect to any Specified Personal Property acquired after the Closing Date as to which the Administrative Agent, for the benefit of the Borrowing BaseSecured Parties, the Borrower shall review the Reserve Report does not have a perfected Lien, promptly following such acquisition (i) execute and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), deliver to the Administrative Agent such amendments or its designee supplements to the Security Agreement, Lux Security Agreements or Mortgages or such other documents as security the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the Indebtedness benefit of the Secured Parties, a first-Lien in such Property, (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority Lien interest in such Property, subject to Permitted Liens, including without limitation, the filing of UCC financing statements (or equivalent documentation) in such jurisdictions as may be required by the Security Agreement, any Lux Security Agreement or by Law or as may be requested by the Administrative Agent and the recording of such amendment or supplement with the United States Coast Guard, if applicable, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) With respect to any new Material Subsidiary (other than (i) an Excluded Subsidiary or (ii) a Project Finance Subsidiary) directly or indirectly created or acquired after the Closing Date by the Parent Borrower or any other Loan Parties (which, for the purposes of this paragraph, shall include (1) any existing Material Subsidiary that ceases to be an Excluded Subsidiary or a Project Finance Subsidiary, (2) any existing Subsidiary (that is not an Excluded Subsidiary or a Project Finance Subsidiary) that ceases to be an Immaterial Subsidiary or otherwise becomes a Material Subsidiary and (3) any Subsidiary that guarantees any Indebtedness of the Borrower or any Guarantor), promptly (and in any event within 30 days or such longer period as the Administrative Agent may agree in its sole discretion) following such creation, acquisition or the guaranteeing of any such Indebtedness, (i) cause such Subsidiary (A) to become a party to the Guaranty and the Security Agreement (or enter into other similar documents in form and substance satisfactory to the Administrative Agent), (B) in the case of any such Subsidiary owning a Specified Barge Rig, to execute and deliver a new Mortgage or an amendment to any existing Mortgage to include as covering such Specified Barge Rig, and (C) to take such actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority Lien in the Collateral described in the Security Agreement (or other similar document referred to in (i)(A) above) or the applicable Mortgage (or amendment to an existing Mortgage), as the case may be, with respect to such Subsidiary (subject to Liens permitted Permitted Liens), including, without limitation, the filing of UCC financing statements (or equivalent documentation) in such jurisdictions as may be required by Section 9.03 which the Security Agreement (or other similar document referred to in (i)(A) above) or by law or as may attach to Mortgaged Property) on additional Oil be reasonably requested by the Administrative Agent and Gas Properties not already subject the recording of such Mortgage or amendment to a Lien Mortgage with the United States Coast Guard, if applicable, and (ii) if reasonably requested by the Administrative Agent deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) If, as of the Security Instruments end of any Measurement Period, Immaterial Subsidiaries collectively (i) generated more than 5.0% of Consolidated EBITDA for the Measurement Period most recently ended for which financial statements of the Parent Borrower and its Subsidiaries are available or (ii) own assets that have an aggregate fair market value equal to or greater than 5.0% of Consolidated Tangible Assets of the Parent Borrower and its Subsidiaries, then in each case the Parent Borrower shall cause one or more of such Immaterial Subsidiaries to execute a joinder agreement (or agreements) such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute all such remaining Immaterial Subsidiaries that are not Loan Parties generated less than 5.0% of Consolidated EBITDA for such Measurement Period and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge the total assets owned by all such remaining Immaterial Subsidiaries that are not Loan Parties will have an aggregate fair market value of less than 5.0% of the Equity Interests Consolidated Tangible Assets of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) Parent Borrower and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or its designeeSubsidiaries.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b)[Reserved].
(b) If (i) the Borrower determines that or any Subsidiary is other Credit Party becomes the owner of a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a GuarantorRestricted Subsidiary, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary other Credit Party to, promptly, but in any event no later than 30 days after the date of becoming an owner thereof (A) execute and deliver a supplement to or such longer period as the Guaranty Agreement executed by such SubsidiaryAdministrative Agent may agree in its discretion), (Bi) pledge all 100% of the Equity Interests of such new Restricted Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such new Restricted Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Cii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If any Person other than QRI (or, from and after the New Parent Joinder, New Parent) at any time acquires or otherwise possesses any of the Equity Interests issued by the Borrower (including an Intermediate HoldCo), the Borrower shall cause each such Person to promptly, but in any event no later than 30 days after the date of becoming an owner thereof (or such longer period as the Administrative Agent may agree in its discretion), (i) pledge 100% of the Equity Interests in the Borrower owned by such person pursuant to a Pledge Agreement (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of the Borrower, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (ii) execute and deliver such other additional closing documents, certificates, and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) The Borrower shall cause the following Persons to guarantee the Secured Indebtedness pursuant to the Guaranty Agreement:
(i) each Material Restricted Subsidiary;
(ii) any Person required to guarantee the Secured Indebtedness in order for the Borrower to be in compliance with Section 9.05(b);
(iii) any Person that guarantees any Permitted Additional Debt;
(iv) any Restricted Subsidiary that places a Lien on its Oil and Gas Properties to secure the Secured Indebtedness;
(v) one or more additional Restricted Subsidiaries to the extent necessary to cause (A) the total assets of the Restricted Subsidiaries that are not Guarantors to be less than 15% of the combined assets of the Credit Parties and (B) the combined EBITDAX of such Restricted Subsidiaries to be less than 15% of the combined EBITDAX of the Credit Parties; and
(vi) each Intermediate HoldCo, New Parent and, following the occurrence of a Qualified IPO, any subsequent direct owner of Equity Interests in the Borrower.
(d) In connection with any guaranty required by Section 8.13(c), the Borrower shall, or shall cause such Subsidiary or other Person to promptly, but in any event no later than 30 days (or such longer period as the Administrative Agent may agree in its designeediscretion) after the event requiring such guaranty, execute and deliver (i) a supplement to the Guaranty Agreement and (ii) such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If at any time any Person is not otherwise required to guarantee the Secured Indebtedness hereunder (whether pursuant to the other provisions of this Section 8.13 or otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person has been fully and finally released from its guarantee obligations in respect of any Permitted Additional Debt, such Person shall be released from its guarantee obligations with respect to the Secured Indebtedness and the Administrative Agent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release.
(e) If a Default or Event of Default has occurred and is continuing and the Majority Lenders consider it necessary for their adequate protection, the Borrower, at the request of the Administrative Agent, will forthwith grant or cause to be granted to the Administrative Agent for the benefit of the Secured Parties, a fixed Lien (subject only to Permitted Liens) in such of the applicable Credit Party’s property as the Administrative Agent, in its sole discretion, determines as security for all then present and future Secured Indebtedness of the Credit Parties to the Secured Parties. In this connection, the Borrower will, and will cause each other Credit Party to:
(i) provide the Administrative Agent with such information as is reasonably required by the Administrative Agent to identify the property to be charged pursuant to this Section 8.13(e);
(ii) do all such things as are reasonably required to grant, or cause such Credit Party to grant, in favor of the Agent, the Secured Parties, a fixed Lien (subject only to Permitted Liens) in respect of such property to be so charged pursuant to this Section 8.13(e);
(iii) provide the Administrative Agent with all corporate or partnership resolutions and other action, as reasonably required, for any Credit Party to grant the fixed Lien (subject only to Permitted Liens) in the property identified by the Administrative Agent to be so charged;
(iv) provide the Administrative Agent with such security instruments and other documents which the Administrative Agent, acting reasonably, deems are necessary to give full force and effect to the provisions of this Section 8.13(e);
(v) assist the Administrative Agent in the registration or recording of such agreements and instruments in such public registry offices in Canada or any province thereof or any other jurisdiction as the Administrative Agent, acting reasonably, deems necessary to give full force and effect to the provisions of this Section 8.13(e); and
(vi) pay all reasonable costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and registration of all agreements, documents and instruments made in connection with this Section 8.13(e).
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do Borrower or any Subsidiary acquires or forms a subsidiary that is not represent at least 80% of such total valuedesignated as an Excluded Subsidiary in accordance with Section 8.15, then or if the Borrower shallor any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, and the Borrower or its Subsidiary shall cause its Subsidiaries topromptly, grant, but in any event within ninety 30 days (90) days of the delivery of the certificate contemplated by Section 8.11(c), to or such later date as the Administrative Agent or may agree in its designee sole discretion (it being understood that so long as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien Revolving Credit Facility is outstanding, the judgment of the Security Instruments such that after giving effect thereto, Revolver Administrative Agent in respect of the Mortgaged Properties will represent at least 80% matters described in this clause (a) shall be deemed to be the judgment of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order with respect to comply with the foregoingsuch matters)), if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (Ai) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement executed and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such Subsidiaryactions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (Bii) pledge all cause the owner of the Equity Interests of in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its designeecommercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Southcross Energy Partners, L.P.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, within ninety thirty (9030) days of the delivery of the certificate contemplated by required under Section 8.11(c8.12(c) (or such later date as the Administrative Agent may agree in its sole discretion but in any event not to exceed sixty (60) days after such delivery), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties of the Credit Parties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8090% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) The Parent, OP LLC and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such each Material Subsidiary and any other Domestic Subsidiary that guarantees any Debt of any other Credit Party (in each case other than an Excluded Subsidiary), to guarantee the Indebtedness pursuant to the Guaranty and Security Agreement. In connection with any such guaranty, the Parent, OP LLC and the Borrower shall, or shall cause such Subsidiary to, (A) cause such Domestic Subsidiary to execute and deliver the Guaranty and Security Agreement or a supplement to the Guaranty Agreement executed by such Subsidiarythereto, as applicable, (B) cause the Credit Party that owns Equity Interests in such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary pursuant to the Guaranty and Security Agreement (including, without limitation, delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Domestic Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent Agent.
(c) [Reserved.]
(d) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or its designeeManufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) the Parent, OP LLC and the Borrower shall not, and shall not permit any of their respective Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the applicable Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in the most recently completed such Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, within ninety thirty (9030) days of the delivery of the certificate contemplated by required under Section 8.11(c) (or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged PropertyExcepted Liens) on additional Oil and Gas Properties of the Credit Parties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8085% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Restricted Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If In the event that (i) the Borrower determines that or any other Credit Party creates or acquires any Subsidiary is a Material Domestic Subsidiary or (in each case other than an Excluded Subsidiary), (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 or (other than intercompany Debt or Debt permitted under Section 9.02(e)iii) and in either caseany Excluded Subsidiary ceases to be an Excluded Subsidiary, such Subsidiary is not already a Guarantor, then the Borrower Parent Group shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty and Security Agreement. In connection with any such guarantyguarantee, the Borrower shall, or Parent Group shall cause such Subsidiary to, (A) cause such Domestic Subsidiary to execute and deliver the Guaranty and Security Agreement or a supplement to thereto, as applicable, and the Guaranty Intercompany Subordination Agreement executed by such Subsidiaryor a supplement thereto, as applicable, (B) cause the Credit Party that owns Equity Interests in such Subsidiary to pledge all of the Equity Interests of such new Subsidiary pursuant to the Guaranty and Security Agreement (including, without limitation, delivery (if applicable) of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (i) the applicable Credit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall be included in the Mortgaged Property and shall be encumbered by the Security Instruments and (ii) the Parent Group shall not, and shall not permit any of their respective Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.
(d) Notwithstanding anything to the contrary in this Agreement, the Guaranty and Security Agreement, or any other Loan Document, (i) Property may be excluded from the Collateral for all purposes of the Loan Documents if the Administrative Agent has determined in its sole discretion (and has designated in writing) that such Property is immaterial for oil and gas mineral interest owners and the costs of obtaining such a security interest or its designeeperfection thereof are excessive in relation to the benefit of the Lenders of the security to be afforded thereby, (ii) the Administrative Agent may grant extensions of time or waivers of the requirements for the obtaining of title opinions or other title information, legal opinions, appraisals, flood insurance and surveys with respect to the particular assets where it reasonably determines, in consultation with the Borrower, that obtaining such items is not permitted by law or cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Loan Documents, (iii) Liens required to be granted from time to time pursuant to this Agreement and the Guaranty and Security Agreement shall be subject to exceptions and limitations set forth in the Guaranty and Security Agreement and (iv) the Administrative Agent and the Borrower may execute and/or consent to easements, covenants, rights of way or similar instruments (and Administrative Agent may agree to subordinate the lien of any mortgage to any such easement, covenant, right of way or similar instrument or record or may agree to recognize any lessee pursuant to an agreement in a form and substance reasonably acceptable to the Administrative Agent), as are reasonable or necessary and otherwise permitted by this Agreement and the other Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Chord Energy Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8085% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), grant to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (provided the Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8085% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the The Borrower shall promptly cause such Subsidiary each Subsidiary, except those Subsidiaries acquired in the Acquisition which will be dissolved shortly thereafter, to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver the Guaranty Agreement or a supplement to the Guaranty Agreement executed as required by such Subsidiarythe Administrative Agent, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) If any Event of Default shall occur and be continuing, then the Borrower shall, and shall cause each of its Subsidiaries to, within 10 Business Days, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien (provided Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on all of their Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent substantially all of the Oil and Gas Properties of the Borrower and its Subsidiaries. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
(d) Any Person that must guarantee the Indebtedness in order for the Borrower to be in compliance with Section 9.04(b)(ii)(C) shall guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Person to, promptly, but in any event no later than 30 days after the date required thereby, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Person, and (B) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If at any time such Person is not otherwise required to guarantee the Indebtedness hereunder (whether pursuant to the other provisions of this Section 8.14 or otherwise) or under any other Loan Document, then upon receipt by the Administrative Agent of evidence satisfactory to it that such Person has been fully and finally released from its designeeguarantee obligations in respect of the Subordinated Note, such Person shall be released from its guarantee obligations with respect to the Indebtedness and the Administrative Agent shall, at the sole cost and expense of the Borrower, execute such further documents and do all such further acts so as to reasonably evidence such release.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase following the Effective Date, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 8085 95% of the total value PV-9 of the Oil Proved Reserves of the Borrower and Gas Properties the Guarantors evaluated in the most recently completed by such Reserve Report Report, after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total valuesatisfy the foregoing requirements, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, promptly grant, and, subject to Section 8.20(b), within ninety thirty (9030) days of (or such later date as the Administrative Agent may agree in its sole discretion) after delivery of the certificate contemplated by required under Section 8.11(c8.12(d), to the Administrative Agent or its designee Agent, as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on Obligations, Security Instruments covering additional Oil and Gas Borrowing Base Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of comply with such total valuerequirements. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the The Borrower shall promptly cause such each Domestic Subsidiary (other than an Excluded Subsidiary) to guarantee the Indebtedness Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary (other than a Foreign Subsidiary formed in connection with a Redomestication Transaction) to, promptly, but in any event no later than 15 Business Days after the formation or acquisition (or other similar event) of such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement and Collateral Agreement, executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such Subsidiary that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof), (iii) grant Liens in favor of the Collateral Agent on all Property of such Subsidiary (other than Property excluded from the grant of such Liens pursuant to the terms of the Security Instruments) and (Civ) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. Notwithstanding the foregoing, the following Restricted Subsidiaries shall not be required to guarantee the Obligations or execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document): (A) any Restricted Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Effective Date (or, if later, the date it becomes a Restricted Subsidiary) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received and for only so long as such restriction is outstanding, (B) any Foreign Subsidiary and (C) any Domestic Subsidiary of a Foreign Subsidiary that is a controlled foreign corporation within the meaning of section 957 of the Code (“CFC”) or any Domestic Subsidiary with no material assets other than Equity Interests (or Equity Interests and Debt) of one or more Foreign Subsidiaries that are CFCs; provided that the Borrower may (in its sole discretion) cause any Domestic Subsidiary, or if reasonably acceptable to the Administrative Agent, any Foreign Subsidiary (including any consolidated Affiliate in which the Borrower and its Subsidiaries own no Equity Interest), to become a Guarantor and to execute and deliver the Guaranty and Collateral Agreement (or a supplement to such document). Domestic Subsidiaries may be excluded from the requirements of this Section 8.14(b) if the Administrative Agent reasonably determines that the cost, burden, difficulty or its designeeconsequence of providing such a guarantee outweighs the benefit to the Lenders afforded thereby.
(c) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Borrower or any other Credit Party required to be included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the Borrower’s and the other Credit Parties’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall not be excluded from the Mortgaged Property and shall be encumbered by all applicable Security Instruments and (B) Parent Guarantor and the Borrower shall not, and shall not permit any Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Ultra Petroleum Corp)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase during a Borrowing Base Period, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in the most recently completed delivered Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that that, during a Borrowing Base Period, the Mortgaged Properties do not represent at least 8085% of such total valuevalue as determined by the Administrative Agent, then the Borrower shall, and or shall cause its Subsidiaries one or more of the other Credit Parties to, grant, within ninety thirty (9030) days of the after delivery of the certificate contemplated by required under Section 8.11(c8.12(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on Obligations, Security Instruments covering additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8085% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if If any Subsidiary of the Borrower places a Lien on its Oil and Gas Properties in order to comply with the foregoing, and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(c).
(b) If Within sixty (60) days after the commencement of a Borrowing Base Period (or such later date as the Administrative Agent may agree in its reasonable discretion), the Borrower shall, and shall promptly cause each Domestic Subsidiary that is not an Unrestricted Subsidiary to, execute and deliver Security Instruments granting a Lien on, and security interest in, (i) the Borrower determines Collateral described in the Security Instruments (or any replacement Security Instrument with respect to the Collateral described in such Security Instruments that is entered into after the termination of an Investment Grade Period) as in effect immediately prior to the commencement of the most recently ended Investment Grade Period (which shall include (x) the execution and delivery of Control Agreements with respect to any Subsidiary is Deposit Accounts, Securities Accounts or Commodity Accounts, in each case, other than Excluded Accounts and (y) a Material pledge all of the Equity Interests of each Domestic Subsidiary or of the Borrower that is not an Unrestricted Subsidiary (including, without limitation, delivery of original stock certificates (if any) evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each such certificate duly executed in blank by the registered owner thereof), as applicable), subject to customary excluded collateral provisions substantially equivalent to those set forth in the Security Agreement as of the Effective Date and (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money its Oil and Gas Properties such that the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas Properties evaluated in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) the most recently delivered Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. All such Liens will be created and perfected by and in either caseaccordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance substantially consistent with the Security Instruments in effect as of the Effective Date or otherwise reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In connection with any grant of Liens and security interests pursuant to this Section 8.14(b), the Borrower and Subsidiaries shall provide such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. If any Subsidiary of the Borrower places a Lien on its Oil and Gas Properties in order to comply with the foregoing, and such Subsidiary is not already a Guarantor, then the it shall become a Guarantor and comply with Section 8.14(c).
(c) The Borrower shall promptly cause such each Domestic Subsidiary that is not an Unrestricted Subsidiary to Guarantee the Obligations pursuant to the Guarantee Agreement; provided that for so long as ▇▇▇▇▇ does not own any Oil and Gas Properties or any other material Property, ▇▇▇▇▇ shall not be required to Guarantee the Obligations pursuant to the Guarantee Agreement (it being understood that upon the acquisition by ▇▇▇▇▇ of any Oil and Gas Property or any other material Property, the Borrower shall cause ▇▇▇▇▇ to guarantee the Indebtedness Obligations pursuant to the Guaranty AgreementGuarantee Agreement and otherwise comply with the provisions of this Section 8.14(c)). In connection with any such guarantyGuarantee, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than thirty (A30) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after the formation or acquisition (or other similar event) of such Subsidiary to, execute and deliver (i) a supplement to the Guaranty Guarantee Agreement executed by such Subsidiary, (Bii) at any time during a Borrowing Base Period, a supplement executed by such Subsidiary to the Security Agreement executed by the Credit Parties on the Effective Date, (iii) at any time during a Borrowing Base Period, a pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Civ) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or its designeeAgent.
Appears in 1 contract
Sources: Credit Agreement (PDC Energy, Inc.)
Additional Collateral; Additional Guarantors. Without limiting any restriction herein regarding the transfer of any Financial Covenant Asset, prior to, or concurrently with, (aor such longer 81 period as the Administrative Agent may agree in its discretion) In connection with each redetermination of Parent or any domestic Subsidiary that is not a Loan Party holding Pledged Fortegra Capital Stock or owning any other Financial Covenant Asset after the Borrowing BaseClosing Date, the Borrower shall review at the Reserve Report Borrower’s expense (i) cause the owner of any Pledged Fortegra Capital Stock or other Financial Covenant Asset to become a Guarantor by executing and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), delivering to the Administrative Agent or its designee as security for a joinder to the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and Guaranty in accordance with the provisions terms thereof, (ii) cause such Person to become a party to the Pledge and Security Agreement by executing and delivering to the Collateral Agent a joinder to the Pledge and Security Agreement in accordance with the terms thereof, (iii) cause such Person to execute and deliver to the Collateral Agent certificates and instruments of deeds the type described in Section 3.1(b), 3.1(g)(ii), and if requested by the Collateral Agent, opinions of trustcounsels, security agreements (iv) take such actions and financing statements or deliver (and cause such Person and the other Security Instruments, all in form Loan Parties to take such actions and substance reasonably satisfactory deliver) to the Administrative Agent and the Collateral Agent all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements, required by the Collateral Documents, applicable law, rule or its designee regulation or reasonably requested by the Administrative Agent or the Collateral Agent to cause the Collateral Agent to have a First Priority Lien in the assets and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Cv) execute and with respect to each Material Real Estate Asset owned by such Guarantor deliver or cause to be delivered the documents set forth in Section 5.11; provided, that, if such other additional closing documents, certificates and legal opinions Material Real Estate Asset is not intended to be Designated Non-Cash Assets such documents shall not be required until 60 days thereafter (or such longer period as shall reasonably be requested by the Administrative Agent or may agree in its designeediscretion).
Appears in 1 contract
Sources: Credit Agreement (Tiptree Inc.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and Parent Guarantor shall cause its Subsidiaries to, grant, within ninety (90) 30 days of the delivery of the certificate contemplated by required under Section 8.11(c8.12(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).
(b) If (i) In the Borrower determines event that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either caseDebt, such Subsidiary is not already a Guarantor, then the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien of the Security Instruments.
(d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that the Administrative Agent, in its designeesole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisition.
Appears in 1 contract
Additional Collateral; Additional Guarantors. At the Borrowers’ expense, take all action either necessary or as reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) In connection Upon (i)(x) the formation or acquisition of any new direct or indirect wholly owned Subsidiary (in each case, other than an Excluded Subsidiary) by the Lead Borrower (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC and is not otherwise an Excluded Subsidiary), (y) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or (z) the designation in accordance with each redetermination Section 6.14 of an existing direct or indirect wholly owned Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary or (ii) the acquisition of any property by any Loan Party, which property is contemplated under the Collateral and Guarantee Requirement but is not automatically subject to a valid and perfected (or equivalent under foreign law) Lien in favor of the Borrowing Base, Collateral Agent for the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% benefit of the total value Secured Party under the then existing Collateral Documents ((x) other than Excluded Assets and (y) in the case of any Loan Party organized outside of the Oil and Gas Properties evaluated in United States, subject to the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, Agreed Security Principles):
(i) within ninety sixty (9060) days of after such formation, acquisition, cessation or designation, or such longer period as the delivery of Administrative Agent may agree in writing in its discretion, notify the certificate contemplated by Section 8.11(c), Administrative Agent thereof and:
(A) cause each such Subsidiary or Loan Party to duly execute and deliver to the Administrative Agent or its designee the Collateral Agent (as security for the Indebtedness appropriate) joinders to this Agreement as Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements, Mortgages, a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien counterpart of the Security Instruments such that after giving effect theretoIntercompany Note, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created each Intercreditor Agreement, if applicable, and perfected by and in accordance with the provisions of deeds of trust, other security agreements and financing statements or other Security Instrumentsdocuments (including, all with respect to such Mortgages, the documents listed in clause (g) of the definition of “Collateral and Guarantee 4849-7283-2717 180 Requirement”), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent or its designee (consistent to the extent applicable, with the, Security Agreement and other security agreements in US 793906v.7 sufficient executed effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement and, with respect to any Foreign Security Documents, the Agreed Security Principles, as applicable;
(B) cause each such Subsidiary (and acknowledged where the parent of each such Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement and the Agreed Security Principles, as applicable, accompanied by (if relevant in the applicable jurisdiction), accompanied by undated stock powers or other appropriate instruments of transfer executed in blank;
(C) take and cause such Subsidiary and each direct or indirect parent of such Subsidiary or other Loan Party, as applicable, to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements or any comparable filing under any applicable jurisdiction and Intellectual Property Security Agreements, and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or appropriatein any representative of the Collateral Agent designated by it) counterparts for recording purposes. In order valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement and, with respect to any Foreign Security Documents, the Agreed Security Principles, as applicable, and to otherwise comply with the foregoingrequirements of the Collateral and Guarantee Requirement and, if with respect to any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a GuarantorForeign Security Documents, then it shall become a Guarantor and comply with Section 8.13(b).the Agreed Security Principles, as applicable;
(bii) If as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each Material Real Property, any existing title reports, abstracts, surveys, appraisals or environmental assessment reports, to the extent available and in the possession of the Loan Parties or their respective Subsidiaries; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report or appraisal whose disclosure to the Administrative Agent would require the consent of a Person other than the Loan Parties or one of their respective Subsidiaries, where, despite the commercially reasonable efforts of the Loan Parties or their respective Subsidiaries to obtain such consent, such consent cannot be obtained; and
(iii) if reasonably requested by the Administrative Agent or the Collateral Agent, within sixty (60) days after such request (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Collateral Agent any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement and the Agreed Security Principles, as applicable, but not specifically covered by the preceding clauses (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) or clause (b) below.
(i) Not later than forty-five (45) days (or such longer period as the Administrative Agent may agree in writing in its discretion) after the later of (x) confirmation from the Lenders that flood due diligence and flood insurance compliance as required by Section 6.07 hereto has been completed and (y) forty-five (45) days after the acquisition by any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such Subsidiary Loan Party (including, without limitation, delivery any acquisition pursuant to a Delaware LLC Division) of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank any Material Real 4849-7283-2717 181 Property as determined by the registered owner thereofLead Borrower (acting reasonably and in good faith) that is required to be provided as Collateral pursuant to the Collateral and (C) execute Guarantee Requirement, cause such property to be subject to a Lien and deliver Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such other additional closing documents, certificates and legal opinions actions as shall be necessary or reasonably be requested by the Administrative Agent to grant and perfect or its designeerecord such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; and (ii) as promptly as practicable after the request therefor by the Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to each such acquired Material Real Property, any existing title reports, abstracts, surveys, appraisals or environmental assessment reports, to the extent available and in the possession of the Loan Parties or their respective Subsidiaries; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report or appraisal whose disclosure to the Administrative Agent would require the consent of a Person other than the Loan Parties or one of their respective Subsidiaries, where, despite the commercially reasonable efforts of the Loan Parties or their respective Subsidiaries to obtain such consent, such consent cannot be obtained.
Appears in 1 contract
Sources: Credit Agreement (Bumble Inc.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent (i) at least 80% of the total value PV10 of the Oil Borrowing Base Properties of the Borrower and Gas Properties the Guarantors evaluated in the most recently completed by such Reserve Report Report, after giving effect to exploration and production activities, acquisitions, dispositions and production, and (ii) at least 50%, measured by net acres owned, of the Unproven Acreage acquired by the Borrower or any Guarantor on or after April 1, 2014 and owned by the Borrower and the Guarantors at such time. In the event that the Mortgaged Properties do not represent at least 80% of such total valuesatisfy the foregoing requirements, then the Borrower shall, and shall cause its the Restricted Subsidiaries to, promptly grant, within ninety thirty (9030) days of the after delivery of the certificate contemplated by required under Section 8.11(c8.12(c), to the Administrative Agent or its designee Agent, as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on Obligations, Security Instruments covering additional Oil and Gas Borrowing Base Properties and/or Unproven Acreage not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of comply with such total valuerequirements. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the The Borrower shall promptly cause such each Domestic Subsidiary to guarantee the Indebtedness Obligations pursuant to the Guaranty and Pledge Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, promptly, but in any event no later than 15 days after the formation or acquisition (Aor other similar event) of such Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement and Pledge Agreement, executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such Subsidiary that are owned by the Borrower or any Guarantor (including, without limitation, delivery of and deliver the original stock certificates certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers power for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent Agent.
(c) Notwithstanding any provision in any of the Loan Documents to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by the Borrower or any Restricted Subsidiary included in the Mortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided, that (A) the Borrower’s and Restricted Subsidiaries’ interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall not be excluded from the Mortgaged Property and shall be encumbered by all applicable Security Instruments and (B) the Borrower shall not, and shall not permit any of its designeeRestricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile) Home except Excepted Liens.
Appears in 1 contract
Sources: Credit Agreement (Rice Energy Inc.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b)[Reserved].
(b) If (i) In the Borrower determines event that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either caseDebt, such Subsidiary is not already a Guarantor, then the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Guarantee Agreement. In connection with any such guarantyguarantee, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Guarantee Agreement executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, if applicable, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien of the Security Instruments.
(d) The Borrower shall not create or acquire any subsidiary without (i) giving 15 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisition.
(e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its designeeSubsidiaries, and (ii) promptly, but in no event later than within 10 Business Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 808090% of the total value of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 808090% of such total value, then the Borrower shall, and Parent Guarantor shall cause its Subsidiaries to, grant, within ninety (90) 30 days of the delivery of the certificate contemplated by required under Section 8.11(c8.12(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 808090% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).8.14(b).68
(b) If (i) In the Borrower determines event that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either caseDebt, such Subsidiary is not already a Guarantor, then the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien of the Security Instruments.
(d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisition.
(e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its designee.Subsidiaries, and (ii) promptly, but in no event later than within 10 Business Days (or such longer time as the Administrative Agent may agree in its sole discretion) 68 Amended by Thirteenth Amendment. following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.69
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do Borrower or any Subsidiary acquires any property or interest in property (including, without limitation, real property) other than property made subject to a Lien permitted under Section 10.3(g), that is not represent at least 80% subject to a perfected Lien in favor of such total valuethe Administrative Agent pursuant to the Security Documents, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by take such Subsidiary, (B) pledge all of the Equity Interests of such Subsidiary action (including, without limitation, delivery the preparation and filing of original stock certificates evidencing mortgages or deeds of trust in form and substance satisfactory to the Equity Interests Administrative Agent) as the Administrative Agent shall request in order to create and/or perfect a Lien in favor of the Administrative Agent on such property.
(b) In the event that the Borrower acquires or forms any additional Subsidiary, such Subsidiary shall execute a guarantee, a security agreement, Mortgages or Leasehold Mortgages (if reasonably requested by the Lender), or supplements to the Guarantee and the Security Agreement, and the Borrower and/or any Subsidiary which is a holder of any Capital Stock of such SubsidiarySubsidiary shall execute such pledge agreements or supplements to the Pledge Agreement, together with an appropriate undated stock powers for each certificate duly executed in blank by form and substance satisfactory to the registered owner thereof) Administrative Agent, and (C) execute and deliver shall take such other additional closing documentsaction as shall be necessary or advisable (including, certificates without limitation, the execution of financing statements on form UCC-1) in order to perfect the Liens granted by such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Administrative Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor for all purposes under the Loan Documents, including, without limitation, Section 9.10(a) of this Agreement. The Administrative Agent shall be entitled to receive legal opinions of one or more counsel to the Borrower and such Subsidiary addressing such matters as shall reasonably be requested by the Administrative Agent or its designeecounsel may reasonably request, including, without limitation, the enforceability of the guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Capital Stock of such Subsidiary, and the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower and/or other Subsidiaries to the Administrative Agent for the benefit of the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Denali Inc)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)5.12) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety thirty (9030) days of the delivery of the certificate contemplated by Transmittal required under Section 8.11(c5.12(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (provided that Permitted Encumbrances of the type described in clauses (i) to (iv) and (vi) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments Collateral Documents such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security InstrumentsCollateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b5.14(b).
(b) If any Subsidiary is acquired or formed after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and within ten (10) Business Days after any such Subsidiary is acquired or formed, will cause such Subsidiary to become a Subsidiary Loan Party. A Subsidiary shall become an additional Subsidiary Loan Party by executing and delivering to the Administrative Agent a supplement to the Guaranty and Collateral Agreement in form and substance reasonably satisfactory to the Administrative Agent accompanied by (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or all other Loan Documents related thereto, (ii) certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Subsidiaries, and opinions of counsel comparable to those delivered pursuant to Section 3.1(b), and (iii) such other documents as the Administrative Agent may reasonably request. No Subsidiary that becomes a Subsidiary Loan Party shall thereafter cease to be a Subsidiary Loan Party or be entitled to be released or discharged from its obligations under the Guaranty and Collateral Agreement.
(c) In the event that the Borrower or any Domestic Subsidiary incurs or guarantees any Debt for borrowed money becomes the owner of a Foreign Subsidiary which has total assets in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, 500,000 then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shallpromptly, or shall cause such Subsidiary toto promptly, (A) execute and deliver a supplement guarantee the Indebtedness pursuant to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or its designee.the
Appears in 1 contract
Sources: Revolving Credit Agreement (Ram Energy Resources Inc)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination delivery of the Borrowing Basea Reserve Report hereunder, the Borrower shall review the such Reserve Report and the list of current Mortgaged Oil and Gas Properties (subject to a Mortgage as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total date of such Reserve Report. If the aggregate value of the Oil and Gas Properties evaluated in constituting Proved Reserves subject to a valid, perfected and first-priority Mortgage is less than the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total valueRequired Mortgage Value, then the Parent and the Borrower shall, and shall cause its the Restricted Subsidiaries to, grant, grant within ninety (90) 30 days of the delivery of the certificate contemplated by Section 8.11(c), most recent Reserve Report to the Administrative Agent or its designee as security for the Indebtedness a valid, perfected and first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already constituting Proved Reserves to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Lien valid, perfected and first-priority Mortgage to equal or exceed the Required Mortgage Value (provided that Excepted Liens of the Security Instruments type described in clauses (a) to (d), (f) and (l) of the definition thereof may exist on such that after giving effect theretoMortgage Properties, but subject to the Mortgaged Properties will represent provisos at least 80% the end of such total valuedefinition). All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposesAgent. In order to comply with the foregoing, if any Any Restricted Subsidiary places that creates a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply in accordance with Section 8.13(b8.14(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) The Parent and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such each Material Subsidiary formed or acquired after the Effective Date (and each Restricted Subsidiary that subjects an Oil and Gas Property to a Mortgage pursuant to Section 8.14(a)) to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Parent and the Borrower shall, or shall (i) cause such Subsidiary to, to (A) execute and deliver a supplement Joinder Agreement pursuant to which such Subsidiary becomes a party to the Guaranty Agreement executed by such Subsidiaryand becomes a Guarantor, and (B) pledge execute and deliver a Joinder Agreement pursuant to which such Subsidiary becomes a party to the Security Agreement and grants a valid, perfected and first- priority security interest (provided that Excepted Liens of the type described in clause (1) of the definition thereof may exist) in substantially all of its personal Property to the extent required by the Security Agreement and each other applicable Security Instrument (including the filing of financing statements), and (ii) execute and deliver (or, if the direct parent of such Subsidiary is not the Parent or the Borrower, cause such Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a valid, perfected and first-priority security interest (provided that Excepted Liens of the type described in clause (1) of the definition thereof may exist) in all of the Equity Interests of in such Subsidiary (includingand will, without limitation, delivery of deliver original stock certificates (if any) evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers (or the equivalent for any such Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof) to the Administrative Agent or the Revolving Loan Agent as bailee for the Administrative Agent pursuant to the Intercreditor Agreement (provided that, in the event that the direct parent of such Subsidiary is not a Guarantor, the requirements in this Section 8.14(b) shall also apply to (and with respect to the Equity Interests in) such Subsidiary’s parent).
(Cc) [Reserved]
(d) In the event that any Loan Party acquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is automatically created under the Security Agreement or other pre-existing Security Instrument) after the Effective Date, the Parent and the Borrower shall, or shall cause such other Loan Party to, give the Administrative Agent prompt written notice thereof and execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a valid, perfected and first-priority security interest and Lien therein to the extent required by the applicable Security Instruments (provided that Excepted Liens of the type described in clause (l) of the definition thereof may exist).
(e) [Reserved]
(f) [Reserved]
(g) In furtherance of the foregoing in this Section 8.14, each Loan Party (including any newly created or acquired Material Subsidiary and any other Restricted Subsidiary referred to in Section 8.14(a)) shall execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other additional closing Security Instruments, documents, certificates and certificates, legal opinions opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case as shall may be reasonably be requested by the Administrative Agent and as reasonably satisfactory to the Administrative Agent.
(h) Each of the Parent and the Borrower agrees that it will not, and will not permit any other Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Permitted Revolving Debt without contemporaneously granting to the Administrative Agent, as security for the Indebtedness, an equal priority, perfected Lien (provided that Excepted Liens of the type described in clauses (a) to (d), (f) and (l) of the definition thereof may exist, but subject to the provisos at the end of such definition) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
(i) The Parent and the Borrower will cause any Subsidiary required to guarantee (or its designeethat otherwise becomes a guarantor under) the Permitted Revolving Debt that is not required to guarantee the Indebtedness pursuant to this Agreement or any other Loan Document (and that does not otherwise guarantee the Indebtedness) to become a Guarantor hereunder and to guarantee the Indebtedness by executing and delivering a Joinder Agreement contemporaneously with such Subsidiary becoming a guarantor with respect to the Permitted Revolving Debt.
(j) Notwithstanding anything to the contrary herein or in any other Loan Documents, the SPV Subsidiaries shall not be required to guarantee the Indebtedness pursuant to this Agreement or any other Loan Document and shall not be required to become Guarantors hereunder.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do Borrower or any Subsidiary acquires or forms a subsidiary that is not represent at least 80% of such total valuedesignated as an Excluded Subsidiary in accordance with Section 8.15, then or if the Borrower shallor any other Subsidiary causes any Subsidiary to guarantee the Term Loan Facility, and the Borrower or its Subsidiary shall cause its Subsidiaries topromptly, grant, but in any event within ninety 30 days (90) days of the delivery of the certificate contemplated by Section 8.11(c), to or such later date as the Administrative Agent or may agree in its designee as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect theretosole discretion), the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (Ai) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement executed and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such Subsidiaryactions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (subject only to Excepted Liens and Liens permitted under Section 9.03(h)) on all of the tangible and intangible Property of such Subsidiary (other than de minimis Property excluded in the Administrative Agent’s sole discretion), (Bii) pledge all cause the owner of the Equity Interests of in such Subsidiary to pledge such Equity Interests (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(b) The Borrower will at all times cause (i) all Material Real Property, and (ii) all other tangible and intangible personal Property of the Borrower and each Subsidiary not covered by clause (a) above, including any Equity Interests in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in connection therewith, the Borrower shall, or shall cause such Subsidiary to, execute and deliver such Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional actions required, if any, to cause all of its right, title and interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its designeecommercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Term Loan Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Revolving Credit Agreement (Southcross Energy Partners, L.P.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of The Loans shall be, at all times, secured by a second priority Lien on and security interest in all collateral securing the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties Revolving Facility (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% case of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instrumentsany termination thereof, all in form and substance reasonably satisfactory collateral securing the Revolving Facility immediately prior to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(btermination).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the The Borrower shall promptly cause such each Domestic Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, to (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery (if applicable) to the Revolving Agent (or to the Administrative Agent, if the Revolving Facility shall have terminated) of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) In the event that the Borrower or any Domestic Subsidiary becomes the owner of a Foreign Subsidiary, then the Borrower shall promptly cause such Domestic Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Domestic Subsidiary to, (1) execute and deliver a supplement to the Guaranty Agreement, (2) pledge 65% of all the Equity Interests of such Foreign Subsidiary (including, without limitation, delivery to the Revolving Agent (or its designeeto the Administrative Agent, if the Revolving Facility shall have terminated) of original stock certificates evidencing such Equity Interests of such Foreign Subsidiary, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (3) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
Appears in 1 contract
Sources: Senior Term Loan Agreement (McMoran Exploration Co /De/)
Additional Collateral; Additional Guarantors. Promptly, and in any event within 30 days (aor such longer period as the Administrative Agent may agree in its discretion) In connection with of (x) the formation or acquisition by the Borrower of any new direct wholly-owned first tier domestic Subsidiary that is a holding company for investments, assets, operations or business lines, (y) a domestic Subsidiary that is not a Guarantor guaranteeing the payment of any Indebtedness in excess of $15,000,000 of a Loan Party pursuant to Section 6.19 or (z) any domestic Subsidiary (other than Fortegra and its Subsidiaries) that acquires an ownership interest in Invesque Capital Stock, after the Closing Date, other than, in each redetermination of the Borrowing Basecase, a CFC Holdco, the Borrower shall review at the Reserve Report Borrower’s expense (i) cause each such Subsidiary to become a Guarantor by executing and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), delivering to the Administrative Agent or its designee as security for a joinder to the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and Guaranty in accordance with the provisions terms thereof, (ii) cause each such Subsidiary to become a party to the Pledge and Security Agreement by executing and delivering to the Collateral Agent a joinder to the Pledge and Security Agreement in accordance with the terms thereof, (iii) cause each such Subsidiary to execute and deliver to the Collateral Agent certificates and instruments of deeds the type described in Section 3.1(b), 3.1(g)(ii), and if requested by the Collateral Agent, opinions of trustcounsels, security agreements (iv) take such actions and financing statements or deliver (and cause such Subsidiary and the other Security Instruments, all in form Loan Parties to take such actions and substance reasonably satisfactory deliver) to the Administrative Agent and the Collateral Agent all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements, required by the Collateral Documents, applicable law, rule or its designee regulation or reasonably requested by the Administrative Agent or the Collateral Agent to cause the Collateral Agent to have a First Priority Lien in the assets and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Cv) execute and deliver with respect to each Material Real Estate Asset owned by such other additional closing documentsGuarantor, certificates and legal opinions within 60 days (or such longer period as shall reasonably be requested by the Administrative Agent may agree in its discretion) of such Subsidiary becoming a Guarantor, deliver or its designeecause to be delivered the documents set forth in Schedule 5.15.
Appears in 1 contract
Sources: Credit Agreement (Tiptree Inc.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the The Borrower shall promptly cause such each Material Subsidiary formed or acquired after the Effective Date (other than the APL General Partner) to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall (i) cause such Material Subsidiary to, to (A) execute and deliver a supplement Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Guaranty Agreement executed by such Subsidiaryand becomes a Guarantor, (B) pledge execute and deliver a Joinder Agreement pursuant to which such Material Subsidiary becomes a party to the Security Agreement and grants a first-priority security interest in substantially all of its personal Property, and (C) to the extent applicable, execute and deliver Mortgages pursuant to which such Material Subsidiary grants a first-priority Lien in substantially all of its real property (including any hydrocarbon interests), if any and (ii) execute and deliver (or, if the direct parent of such Material Subsidiary is not the Borrower, cause such Material Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a first-priority security interest in all of the Equity Interests of in such Material Subsidiary (includingand will, without limitation, delivery of deliver original stock certificates (if any) evidencing the Equity Interests of such Material Subsidiary, together with an appropriate undated stock powers (or the equivalent for any such Material Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof).
(b) and In the event that any Loan Party acquires any material Property (Cother than any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Borrower shall, or shall cause such other Loan Party to, execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a first-priority security interest and Lien in such Property.
(c) In furtherance of the foregoing in this Section 8.11, each Loan Party (including any newly created or acquired Material Subsidiary) shall execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other additional closing Security Instruments, documents, certificates and certificates, legal opinions opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case as shall may be reasonably be requested by the Administrative Agent or its designeeand as reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do Borrower or any Subsidiary acquires any property or interest in property (including, without limitation, real property) other than property made subject to a Lien permitted under Section 10.3(g), that is not represent at least 80% subject to a perfected Lien in favor of such total valuethe Agent pursuant to the Security Documents, then the Borrower shall, and shall cause its Subsidiaries Subsidiary to, granttake such action (including, within ninety (90without limitation, the preparation and filing of mortgages or deeds of trust in form and substance satisfactory to the Agent) days as the Agent shall reasonably request in order to create and/or perfect a Lien in favor of the delivery of Agent on such property.
(b) In the certificate contemplated by Section 8.11(c)event that the Borrower is permitted to acquire or form any additional Subsidiary, such Subsidiary shall execute a guarantee and a security agreement, or supplements to the Administrative Agent or its designee as security for Subsidiaries Guarantee and the Indebtedness Subsidiaries Security Agreement, and the Borrower and/or any Subsidiary which is a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien holder of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% any Capital Stock of such total value. All Subsidiary shall execute such Liens will be created and perfected by and in accordance with pledge agreements or supplements to the provisions of deeds of trustBorrower Pledge Agreement, security agreements and financing statements or other Security Instruments, all each in form and substance reasonably satisfactory to the Administrative Agent or its designee Agent, and in US 793906v.7 sufficient executed (and acknowledged where shall take such other action as shall be necessary or appropriateadvisable (including. without limitation, the execution of financing statements on form UCC-1) counterparts for recording purposes. In in order to comply with perfect the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and Liens granted by such Subsidiary is not a Guarantor, then it in favor of the Agent for the benefit of the Lenders and to effect and perfect the pledge of all of the Capital Stock of such Subsidiary in favor of the Agent for the benefit of the Lenders. Such Subsidiary shall thereupon become a Guarantor and comply with Section 8.13(b).
(b) If (i) for all purposes under the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either caseLoan Documents, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of such Subsidiary (including, without limitation, delivery Section 9.11(a) of original stock certificates evidencing this Agreement. The Agent shall be entitled to receive legal opinions of one or more counsel to the Equity Interests Borrower and such Subsidiary addressing such matters as the Agent or its counsel may reasonably request, including, without limitation, the enforceability of the guaranty and the security agreement to which such Subsidiary becomes a party and the pledge of the Capital Stock of such Subsidiary, together with an appropriate undated stock powers and the creation, validity and perfection of the Liens so granted by such Subsidiary and the Borrower and/or other Subsidiaries to the Agent for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by benefit of the Administrative Agent or its designeeLenders.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination With respect to any Specified Personal Property acquired after the Closing Date as to which the Administrative Agent, for the benefit of the Borrowing BaseSecured Parties, the Borrower shall review the Reserve Report does not have a perfected Lien, promptly following such acquisition (i) execute and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), deliver to the Administrative Agent such amendments or its designee as security for the Indebtedness a first-priority Lien interest (subject supplements to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments Agreement or Mortgages or such that after giving effect thereto, other documents as the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance Administrative Agent reasonably satisfactory deems necessary to grant to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts Agent, for recording purposes. In order to comply with the foregoingbenefit of the Secured Parties, if any Subsidiary places a Lien on its Oil and Gas Properties and in such Subsidiary is not a GuarantorProperty, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs take all actions necessary or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such Subsidiary advisable to guarantee the Indebtedness pursuant grant to the Guaranty Agreement. In connection with any such guarantyAdministrative Agent, for the Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all benefit of the Equity Interests of Secured Parties, a perfected first priority Lien in such Subsidiary (includingProperty, subject to Permitted Liens, including without limitation, delivery the filing of original stock certificates evidencing the Equity Interests of UCC financing statements (or equivalent documentation) in such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank jurisdictions as may be required by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions Security Agreement or by Law or as shall reasonably may be requested by the Administrative Agent and the recording of such amendment or its designeesupplement with the United States Coast Guard, if applicable, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(a) With respect to any new Material Subsidiary (other than an Excluded Subsidiary or a Project Finance Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include (1) any existing Material Subsidiary that ceases to be an Excluded Subsidiary and a Project Finance Subsidiary and (2) any existing Subsidiary (that is not an Excluded Subsidiary or a Project Finance Subsidiary) that ceases to be an Immaterial Subsidiary), by the Parent Borrower or any other Loan Parties, promptly following such creation or acquisition, (i) cause such Subsidiary (A) to become a party to the Guaranty and the Security Agreement (or enter into other similar documents in form and substance satisfactory to the Administrative Agent), (B) in the case of any such Subsidiary owning a Specified Barge Rig, to execute and deliver a new Mortgage or an amendment to any existing Mortgage to include as covering such Specified Barge Rig, and (C) in the case of any Domestic Subsidiary (or any Foreign Subsidiary that becomes a Designated Borrower), to take such actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority Lien in the Collateral described in the Security Agreement (or other similar document referred to in (i)(A) above) or the applicable Mortgage (or amendment to an existing Mortgage), as the case may be, with respect to such Subsidiary (subject to Permitted Liens), including, without limitation, the filing of UCC financing statements (or equivalent documentation) in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative Agent and the recording of such Mortgage or amendment to a Mortgage with the United States Coast Guard, if applicable, and (ii) if reasonably requested by the Administrative Agent deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing BaseBase during a Borrowing Base Period, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)) to ascertain whether the Mortgaged Properties represent at least 8085% of the total value of the Oil and Gas Properties evaluated in the most recently completed delivered Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that that, during a Borrowing Base Period, the Mortgaged Properties do not represent at least 8085% of such total valuevalue as determined by the Administrative Agent, then the Borrower shall, and or shall cause its Subsidiaries one or more of the other Credit Parties to, grant, within ninety thirty (9030) days of the after delivery of the certificate contemplated by required under Section 8.11(c8.12(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on Obligations, Security Instruments covering additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8085% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if If any Subsidiary of the Borrower places a Lien on its Oil and Gas Properties in order to comply with the foregoing, and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(c).
(b) If Within sixty (i60) days after the Borrower determines that any Subsidiary is commencement of a Material Domestic Subsidiary Borrowing Base Period (or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money such later date as the Administrative Agent may agree in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(eits reasonable discretion)) and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall, or and shall promptly cause such each Domestic Subsidiary that is not an Unrestricted Subsidiary to, (A) execute and deliver Security Instruments granting a supplement Lien on, and security interest in, (i) the Collateral described in the Security Instruments (or any replacement Security Instrument with respect to the Guaranty Agreement executed by Collateral described in such Subsidiary, (BSecurity Instruments that is entered into after the termination of an Investment Grade Period) pledge all as in effect immediately prior to the commencement of the Equity Interests of such Subsidiary most recently ended Investment Grade Period (including, without limitation, which shall include (x) the execution and delivery of original stock certificates evidencing the Equity Interests of such SubsidiaryControl Agreements with respect to any Deposit Accounts, together with an appropriate undated stock powers for Securities Accounts or Commodity Accounts, in each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such case, other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or its designee.than Excluded Accounts and
Appears in 1 contract
Sources: Credit Agreement (PDC Energy, Inc.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do Borrower or any Subsidiary acquires or forms a subsidiary that is not represent at least 80% of such total valuedesignated as an Excluded Subsidiary in accordance with Section 8.15, then or if the Borrower shallor any other Subsidiary causes any Subsidiary to guarantee the Revolving Credit Facility, and the Borrower or its Subsidiary shall cause its Subsidiaries topromptly, grant, but in any event within ninety 30 days (90) days of the delivery of the certificate contemplated by Section 8.11(c), to or such later date as the Administrative Agent or may agree in its designee sole discretion (it being understood that so long as security for the Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and Gas Properties not already subject to a Lien Revolving Credit Facility is outstanding, the judgment of the Security Instruments such that after giving effect thereto, Revolver Administrative Agent in respect of the Mortgaged Properties will represent at least 80% matters described in this clause (a) shall be deemed to be the judgment of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order with respect to comply with the foregoingsuch matters)), if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to the Guaranty and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (Ai) execute and deliver to the Administrative Agent a supplement to the Guaranty and Collateral Agreement executed and such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such Subsidiaryactions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a first priority, perfected Lien (Bsubject only to Excepted Liens and Liens permitted under Section 9.03(h)) pledge on all of the Equity Interests tangible and intangible Property of such Subsidiary (includingother than de
(b) The Borrower will at all times cause (i) all Material Real Property, without limitationand (ii) all other tangible and intangible Property of the Borrower and each Subsidiary not covered by clause (a) above, delivery of original stock certificates evidencing the including any Equity Interests of in an Excluded Subsidiary, in each case to be subject to a Lien pursuant to the Security Instruments, except that, with respect to any Material Real Property acquired by the Borrower or a Subsidiary, the Borrower or such Subsidiary, together as the case may be, shall have a period of 60 days (or such later date as the Administrative Agent may agree in its sole discretion (it being understood that so long as the Revolving Credit Facility is outstanding, the judgment of the Revolver Administrative Agent in respect of the matters described in this clause (a) shall be deemed to be the judgment of the Administrative Agent with an appropriate undated stock powers for each certificate duly executed respect to such matters)) after such acquisition within which to subject such Material Real Property to a Lien pursuant to the Security Instruments, and, in blank by connection therewith, the registered owner thereof) and (C) Borrower shall, or shall cause such Subsidiary to, execute and deliver such other Security Instruments (in proper form for filing, registration or recordation, as applicable) as are requested by the Administrative Agent, and take such actions necessary or advisable to subject such Material Real Property to a Lien pursuant to the Security Instruments, provided, however, that with respect to any real Property, if the Administrative Agent reasonably determines that the costs, financial and otherwise, of obtaining or maintaining a Lien, perfecting a Lien and/or complying with all Governmental Requirements with respect to such a Lien outweigh the benefit to the Secured Parties of the security afforded thereby, the Administrative Agent may notify the Borrower of such determination and, (x) if such real Property is not then subject to a Lien pursuant to the Security Instruments, such real Property shall not be required to become subject to a Lien pursuant to the Security Instruments and, (y) if such real Property is already subject to a Lien pursuant to the Security Instruments, the Administrative Agent may, upon obtaining the consent of the Required Lenders, release such Lien.
(c) Upon the request of the Required Lenders, the Borrower and each of its Subsidiaries shall take any additional closing documentsactions required, certificates if any, to cause all of its right, title and legal opinions as shall reasonably interest in each Hedging Agreement to which it is a party to be collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties, and shall, if requested by the Administrative Agent or the Required Lenders, use its designeecommercially reasonable efforts to cause each such agreement or contract to (i) expressly permit such assignment and (ii) upon the occurrence of any default or event of default under such agreement or contract, (A) to permit the Lenders to cure such default or event of default and assume the obligations of such Loan Party under such agreement or contract and (B) to prohibit the termination of such agreement or contract by the counterparty thereto if the Lenders assume the obligations of such Loan Party under such agreement or contract and the Lenders take the actions required under the foregoing clause (A).
(d) The Borrower agrees that it will not, and will not permit any Guarantor to, ▇▇▇▇▇ ▇ ▇▇▇▇ on any Property to secure the Revolving Credit Facility without contemporaneously granting to the Administrative Agent, as security for the Secured Obligations, a first priority perfected Lien on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Term Loan Credit Agreement
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% of the total value Required Engineered Value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total valueRequired Engineered Value, then the Borrower shall, and shall cause its Subsidiaries other Credit Parties to, grantpromptly, but in any event within ninety thirty (9030) days of the delivery of the certificate contemplated by Section 8.11(cReserve Report (or such longer period as the Administrative Agent may approve in its sole discretion), grant to the Administrative Agent or its designee as security for the Indebtedness Obligations a first-priority Lien interest (subject only to Liens permitted by Section 9.03 which may attach to Mortgaged Property9.03) on additional Oil and Gas Properties evaluated in the most recently delivered Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total valueRequired Engineered Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).
(b) If (i) the Borrower determines that any additional Restricted Subsidiary is a Material Domestic Subsidiary formed or acquired (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such an Unrestricted Subsidiary is not already designated as a GuarantorRestricted Subsidiary) after the Closing Date, then the Borrower shall promptly shall, within thirty (30) days after such Subsidiary is formed, acquired or designated as a Restricted Subsidiary (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) cause such Restricted Subsidiary to guarantee the Indebtedness Obligations pursuant to the Guaranty AgreementFacility Guaranty. In connection with any such guaranty, the Borrower shall, or shall cause (i) such Restricted Subsidiary to, (A) to execute and deliver a supplement joinder to the Guaranty Facility Guaranty, the Security Agreement executed and any other Security Instruments requested by such Subsidiarythe Administrative Agent to become a Guarantor and a Grantor (as defined in the Security Agreement), respectively, thereunder and grant a first-priority security interest (subject only to Liens permitted by Section 9.03) in substantially all of its personal property, (Bii) pledge each owner of Equity Interests in such Restricted Subsidiary to execute and deliver a Security Instrument pledging all of the its Equity Interests of in such Restricted Subsidiary (including, without limitation, delivery of original stock certificates (if any) evidencing the Equity Interests of such Restricted Subsidiary, together with an appropriate undated stock powers (or the equivalent for any Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof) and (Ciii) cause such Restricted Subsidiary or such pledgor to execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) In the event that the Borrower or any other Guarantor acquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is already created under the Security Instruments) after the Closing Date, the Borrower shall, or shall cause such other Guarantor to, promptly (and, in any event, within thirty (30) Business Days (or such later date as may be agreed to by the Administrative Agent in its sole discretion)) execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a first-priority security interest in such Property, subject only to Liens permitted by Section 9.03.
(d) In the event that the Borrower makes any loans or advances to any Restricted Subsidiary, or any Restricted Subsidiary makes any loans or advances to the Borrower or any other Restricted Subsidiary, or the Borrower, shall, and shall cause each such Restricted Subsidiary, to (i) make such loans in the form of an intercompany note and (ii) collaterally assign the Borrower’s or the applicable Restricted Subsidiary’s interests in such intercompany note to the Administrative Agent for the benefit of the Banks to secure the Obligations to the extent required by the Security Instruments.
(e) In furtherance of the foregoing in this Section 8.14 and subject to any exceptions, exclusions or limitations set forth herein or in the Security Instruments, each Credit Party (including any newly created or acquired Restricted Subsidiary) shall promptly (and, in any event, within thirty (30) Business Days (or such later date as agreed to by the Administrative Agent in its designeesole discretion)) execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other additional Security Instruments, documents, certificates, legal opinions, title insurance policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case, as may be reasonably requested by the Administrative Agent and as reasonably satisfactory to the Administrative Agent.
(f) In connection with each Disposition of Oil and Gas Properties (including by means of a Disposition of Equity Interests of a Subsidiary) in which the aggregate Borrowing Base Value of Oil and Gas Properties Disposed of (including by means of a Disposition of Equity Interests of a Subsidiary) exceeds five percent (5%) of the Borrowing Base then in effect, and the Borrowing Base Utilization Percentage at such time exceeds eighty-five percent (85%), then the Borrower shall ascertain whether the Mortgaged Properties represent at least the Required Engineered Value of the Oil and Gas Properties after giving effect to such Disposition. In the event that the Mortgaged Properties do not represent at least such Required Engineered Value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, promptly, but in any event within thirty (30) days of such Disposition (or such longer period (not exceeding sixty (60) days) as the Administrative Agent shall agree in its sole discretion), grant to the Administrative Agent as security for the Obligations a first-priority Lien interest (subject only to Liens permitted by Section 9.03) on additional Oil and Gas Properties evaluated in the most recently delivered Reserve Report not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least such Required Engineered Value.
(g) The Security Instruments shall remain in effect at all times unless otherwise released pursuant to the terms of this Agreement.
(h) Notwithstanding any provision in any Loan Paper to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) owned by any Credit Party included in the definition of “Mortgaged Properties” and no Building or Manufactured (Mobile) Home is encumbered by any Security Instrument.
Appears in 1 contract
Sources: Fifth Amended and Restated Credit Agreement (Vital Energy, Inc.)
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower Parent Guarantor shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total value, then the Borrower shall, and Parent Guarantor shall cause its Subsidiaries to, grant, within ninety (90) 30 days of the delivery of the certificate contemplated by required under Section 8.11(c8.12(c), to the Administrative Agent or its designee as security for the Indebtedness a first-priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to Liens permitted by Section 9.03 which may attach to Mortgaged Propertythe provisos at the end of such definition) on additional Proved Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8090% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b).8.14(b).79
(b) If (i) In the Borrower determines event that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either caseDebt, such Subsidiary is not already a Guarantor, then the Borrower or Parent Guarantor shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower or Parent Guarantor shall, or shall cause such Subsidiary to, (Ai) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (Bii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (Ciii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.
(c) The Parent Guarantor will, at all times, cause the other material tangible and intangible assets of the Borrower to be subject to a Lien of the Security Instruments.
(d) The Borrower shall not create or acquire any subsidiary without (i) giving 60 days advance written notice to the Administrative Agent of such proposed creation or acquisition, and (ii) entering into any agreements, instruments, or documentation that the Administrative Agent, in its sole discretion, deems reasonably necessary to include such subsidiary under the terms of this Agreement and the other Loan Documents prior to such creation or acquisition.
(e) The Borrower shall (i) notify the Administrative Agent within three (3) Business Days of the opening of any deposit account or securities account by the Parent Guarantor or its designee.Subsidiaries, and (ii) promptly, but in no event later than within 10 Business 79 Amended by Thirteenth Amendment. Days (or such longer time as the Administrative Agent may agree in its sole discretion) following a request by the Administrative Agent, cause any deposit or securities account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent.80
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least 8090% of the total value PV-9 of the Oil and Gas Properties Proved Reserves evaluated in the most recently completed recent Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 8090% of such total valuePV-9, then the Borrower shall, and shall cause its Subsidiaries the other Loan Parties to, grant, within ninety thirty (9030) days of the delivery of the certificate contemplated by required under Section 8.11(c8.12(c), to the Administrative Agent or its designee as security for the Indebtedness Secured Obligations a first-priority Lien interest (subject to provided that Liens permitted by Section 9.03 which may attach to Mortgaged Propertyexist) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 8090% of such total valuePV-9. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).
(b) If (i) the Borrower determines that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a Guarantor, then the The Borrower shall promptly cause such each newly created or acquired Domestic Subsidiary that is a Wholly-Owned Subsidiary to guarantee the Indebtedness Secured Obligations pursuant to the Guaranty AgreementAgreement and to ▇▇▇▇▇ ▇ ▇▇▇▇ and security interest in all of its Collateral (as defined in the security agreement) pursuant to a security agreement. In connection with any such guaranty, the Borrower shall, or shall cause (i) such Domestic Subsidiary to, (A) to execute and deliver a supplement to the Guaranty Agreement executed by (or a supplement thereto, as applicable) and a security agreement (or a supplement thereto, as applicable) and (ii) the owners of the Equity Interests of such Subsidiary, (B) Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary (including, without limitation, including delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) to execute and deliver such other additional closing documents, certificates and legal opinions and certificates as shall reasonably be requested by the Administrative Agent Agent.
(c) In the event that any Loan Party becomes the owner of a Domestic Subsidiary, then the Loan Party shall (i) pledge 100% of all the Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge does not occur automatically under the Guaranty Agreement (including, in each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent.
(d) The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its designeeobligations under its respective Guaranty Agreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.14(d) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(d), or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(d) shall remain in full force and effect until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated (or are Cash Collateralized) and all LC Disbursements shall have been reimbursed. The Borrower intends that this Section 8.14(d) constitute, and this Section 8.14(d) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Loan Party (other than the Borrower) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 1 contract
Additional Collateral; Additional Guarantors. (a) In connection with each redetermination of the Borrowing Baseredetermination, the Borrower Borrowers shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.11(c)(vi)8.12) to ascertain whether the Mortgaged Properties represent at least 80% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total value, then the Borrower Borrowers shall, and shall cause its Subsidiaries to, grant, within ninety thirty (9030) days of the delivery of the certificate contemplated by required under Section 8.11(c8.12(b), to the Administrative Agent or its designee as security for the Indebtedness a firstsecond-priority Lien interest (subject to a Lien under the Senior Revolving Credit Documents and provided that Excepted Liens permitted by Section 9.03 which of the type described in clauses (a) to (d) and (f) of the definition thereof may attach exist, but subject to Mortgaged Propertythe provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in US 793906v.7 sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.13(b8.14(b).
(b) If In the event that (i) the Borrower determines Borrowers determine that any Subsidiary is a Material Domestic Subsidiary or (ii) any Domestic Subsidiary incurs or guarantees any Debt for borrowed money in excess of $1,000,000 (other than intercompany Debt or Debt permitted under Section 9.02(e)) and in either case, such Subsidiary is not already a GuarantorDebt, then the Borrower Borrowers shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower Borrowers shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guaranty Agreement executed by such Subsidiary, (B) pledge all of the its Equity Interests of such Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or its designee.
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Sources: Second Lien Term Loan Agreement (Parallel Petroleum Corp)