Common use of Additional Collateral Agreements Clause in Contracts

Additional Collateral Agreements. (a) Within 10 Relevant Business Days after the Delivery Date, the Issuer shall, or shall cause the applicable Issuer Subsidiary Guarantor to, (a) execute and deliver to the Trustee or the Collateral Agent, as applicable, the Additional Collateral Agreements, whereby the Issuer or such Issuer Subsidiary Guarantor, as applicable, shall (i) grant a first-priority security interest (subject to Permitted Collateral Liens) to the Trustee, for the benefit of the Secured Parties, in the Drilling Unit and (ii) assign to the Collateral Agent, for the benefit of the Secured Parties, all Earnings derived from the Drilling Unit and its operations and all proceeds of hull and machinery and loss of hire insurance payable to the Issuer or any such Issuer Subsidiary Guarantor in respect of the Drilling Unit and its operations (the Drilling Unit, the Earnings derived therefrom and such insurance proceeds, collectively, the “After-Acquired Collateral”) (as well as such other assets that constitute Collateral under the Additional Collateral Agreements), (b) execute and deliver such other Collateral Agreements as may be necessary or advisable in order to create and perfect security interests in such After-Acquired Collateral (as well as such other assets that constitute Collateral under the Additional Collateral Agreements) in favor of the Trustee or the Collateral Agent, as applicable, for the benefit of the Secured Parties, (c) cause its special Liberian counsel to execute and deliver to the Trustee a legal opinion substantially in the form of Exhibit F attached hereto, and (d) take or cause to be taken such other actions (including delivering properly completed Uniform Commercial Code financing statements) as may be necessary or advisable to vest in the Trustee or the Collateral Agent, as applicable, for the benefit of the Secured Parties, a first-priority perfected security interest (subject to Permitted Collateral Liens) in such After-Acquired Collateral and to have such After-Acquired Collateral added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Collateral to the same extent and with the same force and effect. For the avoidance of doubt, the Issuer and the Issuer Subsidiary Guarantors, as applicable, shall not be required to grant a security interest in, and the Collateral shall not include, any Excluded Property. (b) If the Issuer fails to execute and deliver, or to cause the applicable Issuer Subsidiary Guarantor to execute and deliver, the Additional Collateral Agreements to the Trustee or the Collateral Agent, as applicable, by December 31, 2013, then until such time as the Additional Collateral Agreements are so executed and delivered in accordance with the provisions of this Section 4.24, interest on the Notes will accrue at a rate that is 2% higher than the then-applicable interest rate on the Notes. All references in this Indenture and the Notes to “interest” shall be deemed to include any such additional interest to the extent it is then required to be paid.

Additional Collateral Agreements. The Company agrees that each storage service agreement and transportation service agreement entered into by the Company from and after August 1, 2007 in connection with (x) gas storage in the First Cavity, the Second Cavity and Additional Cavities and (y) pipeline service shall constitute a Collateral Agreement hereunder, and the Company will, with respect to each material storage service agreement and transportation service agreement: (a) Within 10 Relevant Business Days after within 15 business days of the Delivery Datelater of execution and delivery of each such additional agreement or the effective date thereof, the Issuer shall, or shall cause the applicable Issuer Subsidiary Guarantor to, (a) execute and deliver furnish notice to the Trustee or and the Collateral AgentNoteholders, including a copy of such additional agreement certified as applicabletrue, the Additional Collateral Agreements, whereby the Issuer or such Issuer Subsidiary Guarantor, as applicable, shall (i) grant correct and complete by a first-priority security interest (subject to Permitted Collateral Liens) to the Trustee, for the benefit Responsible Officer of the Secured Parties, in the Drilling Unit and (ii) assign to the Collateral Agent, for the benefit of the Secured Parties, all Earnings derived from the Drilling Unit and its operations and all proceeds of hull and machinery and loss of hire insurance payable to the Issuer or any such Issuer Subsidiary Guarantor in respect of the Drilling Unit and its operations (the Drilling Unit, the Earnings derived therefrom and such insurance proceeds, collectively, the “After-Acquired Collateral”) (as well as such other assets that constitute Collateral under the Additional Collateral Agreements), General Partner; (b) execute within 15 business days after the filing thereof, provide to the Trustee copies, of all applications to the Alabama Public Service Commission (and deliver each other regulatory authority, to the extent applicable), made with respect to such other Collateral Agreements additional agreement and, within 10 days after issuance, provide to the Trustee copies, certified as may be necessary or advisable in order to create true, correct and perfect security interests in such After-Acquired Collateral (as well as such other assets that constitute Collateral under the Additional Collateral Agreements) in favor complete by a Responsible Officer of the Trustee or the Collateral AgentGeneral Partner, as applicable, for the benefit of the Secured Partiesrelated orders of such authorities and all amendments to any such applications or orders, authorizing such additional agreement; (c) cause its special Liberian counsel to execute within 15 business days of the later of the execution and deliver to delivery of each such additional agreement or the Trustee a legal opinion substantially in the form of Exhibit F attached heretoeffective date thereof, and (d) take or cause to be taken such other actions (including delivering properly completed amend each Uniform Commercial Code financing statementsstatement filed in connection with this Indenture in order to evidence the first priority security interest and lien on each such agreement created by this Indenture and forward notice thereof to the Trustee; (d) within 15 business days of the later of the execution and delivery of each such additional agreement or the effective date thereof, cause to be executed and delivered an Assignment Consent by the Contracting Party to such additional agreement and an opinion, which may contain customary assumptions, qualifications and exceptions that do not materially detract from the substance of the opinions contained therein, of counsel of such Contracting Party (which counsel may be an employee of such Contracting Party) to the effect that such additional agreement has been duly authorized, executed and delivered by the Contracting Party and is enforceable against the Contracting Party in accordance with its terms; and Bay Gas Storage Company, Ltd. First Supplemental Indenture (e) within such reasonable period, not less than 10 business days, as may be necessary or advisable to vest in requested by the Trustee, execute, acknowledge and deliver any and all such further instruments and take such further acts as the Trustee or the may reasonably require in connection with such additional Collateral Agent, as applicable, for the benefit Agreement. For purposes of the Secured Partiesthis Section 5.18 hereof, a firstmaterial storage service or transportation service agreement shall be such an agreement (a) which is for firm (non-priority perfected security interest (subject to Permitted Collateral Liensinterruptible) in such After-Acquired Collateral and to have such After-Acquired Collateral added to the Collateralservices, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Collateral to the same extent and with the same force and effect. For the avoidance of doubt, the Issuer and the Issuer Subsidiary Guarantors, as applicable, shall not be required to grant a security interest in, and the Collateral shall not include, any Excluded Property. (b) If from which the Issuer fails revenues to execute be received by the Company during the first fiscal year of the Company in which the full capacity committed under such agreement is available for the entire fiscal year, are, individually under such agreement or when taken together with all other storage service and deliver, or transportation agreements then in effect between the Company and the Contracting Party and as to cause the applicable Issuer Subsidiary Guarantor to execute and deliver, the Additional Collateral Agreements to the Trustee or the Collateral Agent, as applicable, by December 31, 2013, then until such time as the Additional Collateral Agreements are so which no Assignment Consent has already been executed and delivered delivered, reasonably anticipated to exceed an amount equal to five percent (5%) of the storage and transportation service revenues received by the Company during the fiscal year immediately preceding the year in accordance with the provisions of this Section 4.24, interest on the Notes will accrue at a rate that which such agreement is 2% higher than the then-applicable interest rate on the Notes. All references in this Indenture and the Notes to “interest” shall be deemed to include any such additional interest to the extent it is then required to be paidmade.