Common use of Additional Leases Clause in Contracts

Additional Leases. (a) Grant a first-priority collateral assignment in favor of the Bank encumbering any additional Lease hereafter entered into by any Borrower or spread the lien of the Lease Assignments (for any additional Leases leasing property located in a jurisdiction in which a Lease Assignment has been recorded or filed and remains in effect) to such Lease, in each case pursuant to a form of Lease Assignment or spreader agreement approved by the Bank. The Lease Assignment or spreader shall be in recordable form and shall be recorded in the appropriate public or land records simultaneously with the recording of a short form or memorandum of such additional Lease; and (b) either cause any such additional Lease to include the following provisions or obtain the landlord's specific consent to the Bank containing the following provisions: (i) that the tenant's interest in the Lease is freely assignable and that the landlord's consent is not required for the collateral assignment or other pledge of the tenant's interest in the lease to tenant's lender (the "Leasehold Mortgagee"); (ii) that the landlord agrees that any and all liens of the landlord against the Collateral for the payment of rent, whether statutory or otherwise, are automatically subject and subordinate to the security interest in the Collateral granted by the tenant in favor of the Leasehold Mortgagee; (iii) that a short form or memorandum of the Lease in recordable form shall be executed by the parties and promptly recorded in the appropriate public or land records; (iv) that the Lease shall not be subordinate to any mortgage placed on the landlord's interest in the lease premises unless the landlord's lender enters into a non-disturbance agreement with the tenant in form satisfactory to the tenant; (v) that the landlord agrees (A) not to amend or modify the Lease or accept a surrender of the Lease without the Leasehold Mortgagee's written consent, which shall not be unreasonably withheld; (B) to notify the Leasehold Mortgagee in writing if the tenant fails to pay the required rent when due or otherwise commits a default under the Lease that would entitle the landlord to terminate the Lease; (C) to accept a cure of the tenant's default of offered by the Leasehold Mortgage within 30 days after the landlord's written notice to the Leasehold Mortgagee; and (D) to accept the Leasehold Mortgagee or its designee as the landlord's new tenant under the Lease if the Leasehold Mortgagee exercises its rights against the tenant under its collateral assignment of the Lease, provided that the tenant's defaults under the Lease are cured and the new tenant assumes the Lease; and (vi) that the landlord consents and agrees that the Leasehold Mortgagee shall have the right to enter the lease premises where the Collateral is located for the purpose of removing, selling or otherwise dealing with the Collateral; provided that the Leasehold Mortgagee shall be responsible for any cost of repair of physical injury (but not diminution of value) caused by any such removal. Even if the Leasehold Mortgagee or its designee does not elect to cure the tenant's default and assume the Lease as landlord's new tenant as described above, then the Leasehold Mortgagee shall nevertheless have up to 30 days after the landlord's notice of default in which to remove the Collateral from the lease premises, provided that the Leasehold Mortgagee pays to the landlord on demand all rent accruing under the Lease from the date such notice is received until the Collateral is removed.

Additional Leases. (a) Grant From and after the Effective Time until 5:00 p.m. Central Time on the date that is five (5) Business Days prior to the Closing Date (the “Additional Lease Acquisition Deadline”), any Subject Company may acquire title to any Additional Lease located within any DSUs identified on Exhibit A-3 as currently or prospectively operated by any member of any Subject Company Group (each such area, an “Acquisition Area”, and any such acquisition an “Additional Lease Acquisition”). For purposes hereof, the term “Additional Lease” means a first-priority collateral assignment in favor Hydrocarbon lease, fee mineral interest, royalty interest, overriding royalty interest, net profits interest and any other similar interest that satisfies all of the Bank encumbering any additional Lease hereafter entered into following criteria: (a) is acquired by any Borrower or spread the lien a member of the Lease Assignments Subject Company Groups from a Third Party after the Effective Time (for including any additional Leases leasing property located in such interests acquired under a jurisdiction in which a Lease Assignment has been recorded recordable lease or agreement but not yet filed and remains in effect) to of record), but excluding any such Lease, in each case Hydrocarbon lease acquired pursuant to a form of Lease Assignment or spreader agreement approved by the Bank. The Lease Assignment or spreader shall be in recordable form and shall be recorded in the appropriate public or land records simultaneously with the recording of a short form or memorandum of such additional Lease; and term assignment, (b) either cause any burdens one or more Subject Formations located within the Acquisition Area, (c) is held by production or has a primary term that does not expire prior to August 1, 2025, (d) entitles the lessee thereunder to a Net Revenue Interest in the applicable Subject Formation(s) for such additional Additional Lease equal to include or greater than the following provisions or obtain the landlord's specific consent to the Bank containing the following provisions: product of (i) that the tenant's interest in the Lease is freely assignable and that the landlord's consent is not required for the collateral assignment or other pledge of the tenant's interest in the lease to tenant's lender seventy-eight percent (the "Leasehold Mortgagee"); 78%) multiplied by (ii) that the landlord agrees that any lessee’s Working Interest in such lease as to such Subject Formation(s), (e) does not include a prohibition on pooling and all liens (f) as of the landlord against the Collateral for the payment Closing Date is free and clear of rentall Liens other than Permitted Encumbrances; provided, whether statutory however, an “Additional Lease” shall not include any lease (i) described on any Annex to Exhibit A-1 or otherwiseany renewals, are automatically subject and subordinate to the security interest in the Collateral granted by the tenant in favor of the Leasehold Mortgagee; replacements, or extensions thereof, (ii) any leases that cure any Title Defects, or (iii) that a short form or memorandum of the Lease in recordable form shall be executed by the parties and promptly recorded any additional interests in the appropriate public Leases or land records; (iv) that the Lease shall not be subordinate to any mortgage placed on the landlord's interest in the lease premises unless the landlord's lender enters into a DSUs acquired by forced pooling or non-disturbance agreement with the tenant in form satisfactory to the tenant; (v) that the landlord agrees (A) not to amend or modify the Lease or accept a surrender of the Lease without the Leasehold Mortgagee's written consent, which shall not be unreasonably withheld; (B) to notify the Leasehold Mortgagee in writing if the tenant fails to pay the required rent when due or otherwise commits a default under the Lease that would entitle the landlord to terminate the Lease; (C) to accept a cure of the tenant's default of offered by the Leasehold Mortgage within 30 days after the landlord's written notice to the Leasehold Mortgagee; and (D) to accept the Leasehold Mortgagee or its designee as the landlord's new tenant under the Lease if the Leasehold Mortgagee exercises its rights against the tenant under its collateral assignment of the Lease, provided that the tenant's defaults under the Lease are cured and the new tenant assumes the Lease; and (vi) that the landlord consents and agrees that the Leasehold Mortgagee shall have the right to enter the lease premises where the Collateral is located for the purpose of removing, selling or otherwise dealing with the Collateral; provided that the Leasehold Mortgagee shall be responsible for any cost of repair of physical injury (but not diminution of value) caused by any such removal. Even if the Leasehold Mortgagee or its designee does not elect to cure the tenant's default and assume the Lease as landlord's new tenant as described above, then the Leasehold Mortgagee shall nevertheless have up to 30 days after the landlord's notice of default in which to remove the Collateral from the lease premises, provided that the Leasehold Mortgagee pays to the landlord on demand all rent accruing under the Lease from the date such notice is received until the Collateral is removedconsent elections.

Additional Leases. From and after the Execution Date until January 9, 2017 (the “Additional Lease Acquisition Period”), Seller (or any Affiliate of Seller) shall have the right, but not the obligation, to acquire Additional Leases in accordance with this Section 6.14. (a) Grant Schedule 6.14 sets forth a first-priority collateral assignment list of oil and gas leases that Seller has identified as potential Additional Leases as of the Execution Date (the “Potential Additional Leases”) along with the estimated Net Acre and Net Revenue Interest amounts, and the agreed upon amount that would constitute the Allocated Value for, any such Potential Additional Lease if it were to become an Additional Lease. Seller shall have the right, but not the obligation, to acquire all or any portion of the Potential Additional Leases identified on Schedule 6.14 pursuant to this Section 6.14 (such Potential Additional Lease, once so acquired by Seller prior to the expiration of the Additional Lease Acquisition Period, shall then be considered an Additional Lease and an Asset under this Agreement). (b) If Seller acquires any Additional Lease(s) pursuant to this Section 6.14, then with respect to each such Additional Lease that Seller adds to Exhibit A-5, the Unadjusted Purchase Price shall be adjusted upward by the Allocated Value for such Additional Lease as provided in the final amended Schedule 2.2 submitted pursuant to Section 6.14(e) (the aggregate of all such Allocated Values for all of the Additional Leases added to Exhibit A-5 in accordance with this Section 6.14, the “Additional Lease Amount”). (c) With respect to each such Additional Lease acquired by Seller (or any Affiliate of Seller) pursuant to this Section 6.14, within three (3) Business Days after the closing of its acquisition by Seller (or any Affiliate of Seller), Seller shall deliver notice of such acquisition to Purchaser, and pursuant to Section 6.1, Seller shall afford to Purchaser and Purchaser’s representatives reasonable access (including information requests) to the information in Seller’s possession regarding the Additional Leases in order to conduct a title review and environmental review in accordance with Article 3. (d) Notwithstanding the other provisions of this Section 6.14, in no event will (i) Seller acquire any Additional Lease that is burdened by royalties, overriding royalties, nonparticipating royalties, net profits interests, production payments, carried interests, reversionary interests and other burdens on, measured by or payable out of production that, in the aggregate, are in excess of 25%, (ii) any overriding royalty interest be created in favor of Seller or any of its Affiliates that will burden any Additional Lease, or (iii) Seller assign to Purchaser any Contract in connection with any Additional Lease other than Contracts to the Bank encumbering extent they are covenants running with the lands covered by the Additional Lease or contain provisions expressly requiring the assignee of such Additional Lease to assume the obligations thereunder. (e) Purchaser agrees that, with respect to each Additional Lease acquired pursuant to Section 6.14, Seller shall have the right, until January 9, 2017, to supplement or amend Exhibit A-5, Schedule 1.2(l) and Schedule 2.2 to reflect any additional Additional Lease hereafter entered into by any Borrower or spread the lien providing Purchaser a revised copy of Exhibit A-5, Schedule 1.2(l) and/or Schedule 2.2 with updated information for all of the Lease Assignments (for any additional Additional Leases leasing property located in a jurisdiction in which a Lease Assignment has been recorded or filed and remains in effect) to such Lease, in each case pursuant to a form of Lease Assignment or spreader agreement approved by the Bank. The Lease Assignment or spreader shall be in recordable form and shall be recorded in the appropriate public or land records simultaneously with the recording of a short form or memorandum of such additional Lease; and (b) either cause any such additional Lease to include the following provisions or obtain the landlord's specific consent to the Bank containing the following provisions: as well as (i) that the tenant's interest Effective Date with respect to such Additional Lease (which shall be the later to occur of 12:01 a.m. in Houston, Texas on October 1, 2016 or 12:01 a.m. in Houston, Texas on the Lease is freely assignable and that the landlord's consent is not required for the collateral assignment or other pledge effective date of the tenant's interest in the lease to tenant's lender acquisition of such Additional Lease by Seller (the "Leasehold Mortgagee"or its applicable Affiliate); ) and (ii) that Allocated Value thereof, which Allocated Value shall be the landlord agrees that any and all liens amount (or applicable portion of the landlord against amount) set forth for such Additional Lease on Schedule 6.14, and such revised Exhibit A-5, Schedule 1.2(l) and/or Schedule 2.2 provided by Seller shall be deemed to replace the Collateral for the payment Exhibit A-5, Schedule 1.2(l) and Schedule 2.2 attached to this Agreement as of rentExecution Date in their entirety upon receipt by Purchaser, whether statutory or otherwise, are automatically subject and subordinate to the security interest in the Collateral granted without any further action by the tenant in favor either of the Leasehold Mortgagee; (iii) that a short form or memorandum of the Lease in recordable form shall be executed by the parties and promptly recorded in the appropriate public or land records; (iv) that the Lease shall not be subordinate to any mortgage placed on the landlord's interest in the lease premises unless the landlord's lender enters into a non-disturbance agreement with the tenant in form satisfactory to the tenant; (v) that the landlord agrees (A) not to amend or modify the Lease or accept a surrender of the Lease without the Leasehold Mortgagee's written consent, which shall not be unreasonably withheld; (B) to notify the Leasehold Mortgagee in writing if the tenant fails to pay the required rent when due or otherwise commits a default under the Lease that would entitle the landlord to terminate the Lease; (C) to accept a cure of the tenant's default of offered by the Leasehold Mortgage within 30 days after the landlord's written notice to the Leasehold Mortgagee; and (D) to accept the Leasehold Mortgagee or its designee as the landlord's new tenant under the Lease if the Leasehold Mortgagee exercises its rights against the tenant under its collateral assignment of the Lease, provided that the tenant's defaults under the Lease are cured and the new tenant assumes the Lease; and (vi) that the landlord consents and agrees that the Leasehold Mortgagee shall have the right to enter the lease premises where the Collateral is located for the purpose of removing, selling or otherwise dealing with the Collateral; provided that the Leasehold Mortgagee shall be responsible for any cost of repair of physical injury (but not diminution of value) caused by any such removal. Even if the Leasehold Mortgagee or its designee does not elect to cure the tenant's default and assume the Lease as landlord's new tenant as described above, then the Leasehold Mortgagee shall nevertheless have up to 30 days after the landlord's notice of default in which to remove the Collateral from the lease premises, provided that the Leasehold Mortgagee pays to the landlord on demand all rent accruing under the Lease from the date such notice is received until the Collateral is removedParties.