Common use of Liens and Collateral Clause in Contracts

Liens and Collateral. (a) Each of the Borrower and its Subsidiaries will cause all of its owned or (in the case of leasehold interests in Real Property) leased (whether now owned or leased or hereafter acquired or leased) Designated Real Property and all of its owned personal Property (whether now owned or leased or hereafter acquired or leased), other than Excluded Property, to be subject at all times to first priority, perfected and, in the case of Designated Real Property, title insured Liens (to the extent that Liens thereon are required by this Agreement; which title insurance shall include lender's extended coverage and shall be in form and substance, and shall contain such endorsements, as the Collateral Agent may require) in favor of the Collateral Agent securing the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Collateral Agent shall reasonably request, subject in any case to Permitted Liens, provided, however, that (i) as to any Designated Real Property which is not owned by the Borrower or any of its Subsidiaries but which constitutes a leasehold interest of the Borrower or any of its Subsidiaries, it shall not constitute a Default or Event of Default if the Borrower or its Subsidiary (as applicable, whichever is the lessee), after using its commercially reasonable efforts (without the requirement of payment of money, except as may be agreed by the Borrower, or the making of any material concession) to obtain any necessary consents, is unable to ▇▇▇▇▇ ▇ ▇▇▇▇ on such leased Designated Real Property due to the failure to obtain any third-party consents necessary to grant such Lien and (ii) with respect to any parcel of Real Property (other than Undeveloped Land) acquired by the Borrower or any of its Subsidiaries after the Closing Date, the Borrower or its Subsidiary (as applicable) shall not be required to ▇▇▇▇▇ ▇ ▇▇▇▇ thereon in favor of the Collateral Agent to secure the Obligations if (but only if) (A) no Default has occurred and is continuing and (B) the fair market value of such parcel of Real Property (inclusive of all adjoining parcels of Real Property acquired by the Borrower or any of its Subsidiaries at or about the same time) does not exceed $1,000,000 (or, in the case of leased Real Property, the annual rental payable under the lease of such parcel does not exceed $1,000,000) and the aggregate fair market value of all Designated Real Property not subject to such a Lien does not exceed $5,000,000; (b) Holdings will cause all of the Capital Stock of the Borrower owned by Holdings (whether now owned or hereafter acquired) to be subject at all times to Liens in favor of the Collateral Agent securing the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Collateral Agent shall reasonably request, and at least 98.7156% of the issued and outstanding Capital Stock of the Borrower shall be so pledged by Holdings at all times; (c) The Borrower will ensure that all of the Capital Stock of the Borrower owned by Petro and/or any other general partner of the Borrower (whether now owned or hereafter acquired) shall be subject at all times to Liens in favor of the Collateral Agent securing the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Collateral Agent shall reasonably request, and (d) Each Loan Party will deliver such other documentation as the Collateral Agent may reasonably request in connection with the requirements of this Section, including, without limitation and as applicable, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, estoppel letters, consents and waivers or subordinations of landlords, certified resolutions and other organizational and authorizing documents of such Person, and, in the case of Real Property Collateral and Liens or any Loan Party for which such an opinion has not been previously issued and, in either case, only if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Collateral Agent's Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(f), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that estoppel letters, consents and waivers or subordinations of landlords shall not be required if the Borrower or its Subsidiary, whichever is the lessee, after using its commercially reasonable efforts (without the requirement of payment of money, other than the except as may be agreed by the Borrower, or the making of any material concession) to obtain any such estoppel letters, consents and waivers or subordinations otherwise required by this Section 7.14(d), is unable to obtain the same; (e) Without limiting the generality of Section 7.14(b) or (c) above, the Borrower and each of its Subsidiaries will cause (i) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Collateral Agent shall reasonably request; (f) Each of the Borrower and its Subsidiaries will notify the Administrative Agent in accordance with Section 7.02 (g) upon the Borrower's or such Subsidiary's acquisition of ownership or other interests in certain types of Properties and will execute and deliver such additional Collateral Documents or supplements or amendments to existing Collateral Documents as the Administrative Agent may reasonably request from time to time, together with, in the case of any newly acquired Real Property, the additional items required to be delivered in connection with Liens on Real Property as referred to in clause (vi) of Section 5.01(f) in connection with Designated Real Property existing on the Closing Date; and