Common use of Further Assurances; Additional Collateral Clause in Contracts

Further Assurances; Additional Collateral. (a) The Borrower shall and shall cause each of its Subsidiaries to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets of the Borrower and each of its Subsidiaries located in the United States, including all fixed assets, real property, accounts receivable, inventory, Equity Interests, equipment, general intangibles, and deposit accounts. Without limiting the forgoing, on or before February 17, 2006 the Borrower and such of its Subsidiaries having a deposit or similar account with Wxxxx Fargo Bank, N.A. will execute and deliver to the Administrative Agent, and cause Wxxxx Fargo Bank, N.A. to execute and deliver to the Administrative Agent the Deposit Account Pledge Agreement. (b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower shall and shall cause each Subsidiary to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.14 shall be first priority perfected Liens in favor of the Administrative Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in Section 7.01. If the Administrative Agent shall determine that, as of any date, the Borrower shall have failed to comply with this Section 6.14, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Notes and the other Obligations and covering additional assets and properties of the Borrower or its Subsidiaries not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the Borrower and its Subsidiaries as required by Section 6.14(a).

Further Assurances; Additional Collateral. (a) The Borrower shall cause each Domestic Subsidiary, from time to time, to become an Obligor with respect to, and jointly and severally liable with all other Obligors for, all the Obligations under this Agreement and the Notes and the other Loan Documents by promptly executing and delivering to the Lenders a Guaranty substantially in the form of EXHIBIT G hereto, with appropriate insertions, and by causing such Domestic Subsidiary's, as the case may be, capital stock, partnership, joint venture or membership interest to be pledged pursuant to a pledge agreement in form satisfactory to the Administrative Agent. (b) The Borrower shall and shall cause each of its Subsidiaries to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in encumbering substantially all of the assets Borrower's and its Domestic Subsidiaries' assets, including (i) 100% of the Borrower stock or other equity interest in each Domestic Subsidiary, and 65% of the stock or other equity interest in each Foreign Subsidiary, (ii) 75% of the total value of all of the Borrower's and its Subsidiaries located Domestic Subsidiaries' Oil and Gas Properties evaluated in the United States, including all fixed assets, real property, accounts receivable, inventory, Equity Interests, equipment, general intangiblesmost recent Reserve Report, and deposit accounts. Without limiting (iii) all of the forgoingBorrower's and its Domestic Subsidiaries' other material assets and properties, on or before February 17both tangible and intangible, 2006 the Borrower both personal and such of its Subsidiaries having a deposit or similar account with Wxxxx Fargo Bankreal, N.A. will execute and deliver to the Administrative Agentother than assets encumbered by Liens permitted by SECTION 7.2.3(q) , and cause Wxxxx Fargo Bank, N.A. to execute and deliver to the Administrative Agent the Deposit Account Pledge Agreement(r) AND (s). (bi) In connection with the actions required pursuant to the foregoing subsection SUBSECTIONS (a) and (b), the Borrower shall and shall cause each Subsidiary its Subsidiaries to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (cii) On or before the delivery of each Reserve Report required by SECTION 7.1.1(k), the Borrower shall deliver to the Administrative Agent such title information as the Administrative Agent may require setting forth the status of title acceptable to the Administrative Agent covering enough of the Oil and Gas Properties included in such Reserve Report so that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, satisfactory title information on at least 75% of the value of the Borrower's and its Subsidiaries' Oil and Gas Properties included in such Reserve Reports. 58 (d) The Liens liens required by this Section 6.14 SECTION 7.1.8 shall be first priority perfected Liens liens in favor of the Administrative Agent for the benefit of the LendersAgent, subject to no other Liens liens except Permitted Liens of the type described in Section 7.01Liens. If the Administrative Agent shall determine that, as of any date, the Borrower shall have failed to comply with this Section 6.14SECTION 7.1.8, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Notes and the other Obligations and covering additional assets and properties of the Borrower or its Subsidiaries not then encumbered by any Loan Documents (together with such other informationcurrent valuations, engineering reports, appraisals, and title opinions or insurance applicable to the additional assets and properties collaterally assigned, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the material assets and properties of the Borrower and its Domestic Subsidiaries as required by Section 6.14(aSECTION 7.1.8(b).

Further Assurances; Additional Collateral. (a) The Borrower shall and the MLP shall cause the MLP and each Subsidiary of its Subsidiaries the Borrower or the MLP to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets of the MLP and each Subsidiary of the Borrower and each of its Subsidiaries located in the United StatesMLP, including all fixed assetscapital stock, real propertypartnership, accounts receivablejoint venture, inventorymembership interests, Equity Interestsor other equity interests except for (i) any motor vehicle or other equipment that has a certificate of title and a fair market value of less than $50,000, equipment, general intangibles, (ii) Excluded Assets and deposit accounts. Without limiting the forgoing, on or before February 17, 2006 the Borrower (iii) those properties and such of its Subsidiaries having a deposit or similar account with Wxxxx Fargo Bank, N.A. will execute and deliver assets as to the Administrative Agent, and cause Wxxxx Fargo Bank, N.A. to execute and deliver to which the Administrative Agent shall determine in its sole discretion (in consultation with the Deposit Account Pledge AgreementBorrower) that the costs of obtaining such security interest are excessive in relation to the value of the security to be afforded thereby; provided, that with respect to rights of way, easements, leases or other similar property interests acquired by any Loan Party after the date hereof, the Loan Parties shall promptly grant to the Collateral Agent as additional security for the Obligations, within 60 days after each June 30th and December 31st, a security interest in and Mortgage on each right of way, easement, lease or other similar property interest acquired by any Loan Party during the six month period ended on such June 30 or December 31, as applicable, and not constituting an Excluded Asset. (b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower shall and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.14 6.15 shall be first priority perfected Liens in favor of the Administrative Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in Section 7.01. The Liens required by this Section 6.15 shall be perfected Liens in favor of the Administrative Agent for the benefit of the Lenders in all collateral to the extent perfection has or will occur by (i) the filing of a Uniform Commercial Code financing statement in the relevant jurisdiction, (ii) filing or recording a mortgage in real property records of the county in which such real property or fixtures is located, (iii) possession or control or (iv) the notation on a certificate of title. If the Administrative Agent shall determine that, as of any date, the Borrower or the MLP shall have failed to comply with this Section 6.146.15, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Revolving Notes and the other Obligations and covering additional assets and properties of the Borrower or its Subsidiaries not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the MLP, Borrower and its their respective Subsidiaries as required by Section 6.14(a6.15(a).

Further Assurances; Additional Collateral. (a) The Borrower shall and shall cause each of its Domestic Subsidiaries to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent or Collateral Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets of the Borrower and each of its Subsidiaries located in the United StatesDomestic Subsidiaries, including all fixed assets, real property, accounts receivable, inventory, Equity Interests, equipment, general intangibles, and deposit accounts. Without limiting the forgoing, on or before February 17, 2006 ; provided that any real property of the Borrower and such or any of its Subsidiaries having is not required to subject to a deposit or similar account with Wxxxx Fargo Bank, N.A. will execute and deliver to Lien securing the Administrative Agent, and cause Wxxxx Fargo Bank, N.A. to execute and deliver to the Administrative Agent the Deposit Account Pledge AgreementObligations. (b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower shall and shall cause each Domestic Subsidiary to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and any third party consents, as shall be reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.14 shall be first priority perfected Liens in favor of the Administrative Agent or Collateral Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in Section 7.01. If the Administrative Agent shall determine that, as of any date, the Borrower shall have failed to comply with this Section 6.14, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Notes and the other Obligations and covering additional assets and properties of the Borrower or its Domestic Subsidiaries not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the Borrower and its Domestic Subsidiaries as required by Section 6.14(a).

Further Assurances; Additional Collateral. (a) The Borrower shall and shall cause each of its Subsidiaries (other than Excluded MLP Entities) to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent or Collateral Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets of the Borrower and each of its Subsidiaries located in the United States(other than Excluded MLP Entities), including all fixed assetscapital stock, real propertypartnership, accounts receivablejoint venture, inventorymembership interests, Equity Interests, equipment, general intangibles, and deposit accounts. Without limiting the forgoing, on or before February 17, 2006 the Borrower and such of its Subsidiaries having a deposit or similar account with Wxxxx Fargo Bank, N.A. will execute and deliver to the Administrative Agent, and cause Wxxxx Fargo Bank, N.A. to execute and deliver to the Administrative Agent the Deposit Account Pledge Agreementother equity interests. (b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower shall and shall cause each Subsidiary Loan Party to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.14 6.16 shall be first priority perfected Liens in favor of the Administrative Agent or Collateral Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in Section 7.017.01 (other than Section 7.01(h)). If the Administrative Agent shall determine that, as of any date, the Borrower shall have failed to comply with this Section 6.146.16, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent or Collateral Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Notes and the other Obligations and covering additional assets and properties of the Borrower or its Subsidiaries Loan Parties not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent or Collateral Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the Borrower and its Subsidiaries the Loan Parties as required by Section 6.14(a6.16(a).

Further Assurances; Additional Collateral. (a) The Borrower shall and the MLP shall cause the MLP and each Subsidiary of its Subsidiaries the Borrower or the MLP to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets of the MLP and each Subsidiary of the Borrower and each of its Subsidiaries located in the United StatesMLP, including all fixed assetscapital stock, real propertypartnership, accounts receivablejoint venture, inventorymembership interests, Equity Interestsor other equity interests; provided, equipmenthowever that (i) MarkWest Energy Appalachia, general intangibles, L.L.C. shall not be required to xxxxx x Xxxx on its interests in the Equitable Leases; and deposit accounts. Without limiting the forgoing, on or before February 17, 2006 the Borrower and such of its Subsidiaries having a deposit or similar account with Wxxxx Fargo Bank, N.A. will execute and deliver to the Administrative Agent, and cause Wxxxx Fargo Bank, N.A. to execute and deliver to (ii) unless otherwise requested by the Administrative Agent acting upon the Deposit Account Pledge Agreementdirection of the Required Lenders, neither MW Pinnacle, MW PNG, MW Texas PNG nor MW Blackhawk shall be required to xxxxx x Xxxx on any of their assets, other than assets constituting part of or related to the lateral pipeline transmission systems located in Texas, and the Xxxxxxx and Xxxxxxxx gas gathering, compressor and processing pipeline systems, as applicable. (b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower shall and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.14 6.16 shall be first priority perfected Liens in favor of the Administrative Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in Section 7.01. If the Administrative Agent shall determine that, as of any date, the Borrower shall have failed to comply with this 7.01 (other than Section 6.14, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Notes and the other Obligations and covering additional assets and properties of the Borrower or its Subsidiaries not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the Borrower and its Subsidiaries as required by Section 6.14(a)7.

Further Assurances; Additional Collateral. The Borrower shall cause each Subsidiary (a) The other than Inverness), from time to time, to become an Obligor with respect to, and jointly and severally liable with all other Obligors for, all the Obligations under this Agreement and the Notes and the other Loan Documents by promptly executing and delivering to the Lenders a Guaranty substantially in the form of EXHIBIT G hereto, with appropriate insertions, and by causing such Subsidiary's, as the case may be, capital stock, partnership, joint venture or membership interest to be pledged pursuant to a Pledge Agreement substantially in the form of EXHIBIT N hereto, with appropriate insertions. In addition, the Borrower shall and shall cause each its Subsidiaries, upon the reasonable request of its Subsidiaries the Administrative Agent, to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in substantially encumbering all of the Borrower's and its Subsidiaries' material assets of the Borrower and each of its Subsidiaries located in the United Statesproperties, both tangible and intangible, both personal and real, together with current valuations, appraisals and engineering reports and satisfactory title evidence, including all fixed assets, real property, accounts receivable, inventory, Equity Interests, equipment, general intangibles, title opinions or title insurance in form and deposit accounts. Without limiting the forgoing, on or before February 17, 2006 the Borrower and such of its Subsidiaries having a deposit or similar account with Wxxxx Fargo Bank, N.A. will execute and deliver to the Administrative Agent, and cause Wxxxx Fargo Bank, N.A. to execute and deliver substance reasonably acceptable to the Administrative Agent the Deposit Account Pledge Agreement. (b) In connection with the actions required pursuant in its reasonable business judgment as to the foregoing subsection (a), the Borrower shall ownership of such assets and shall cause each Subsidiary to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.14 shall be first priority perfected Liens in favor of the Administrative Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in Section 7.01properties. If the Administrative Agent shall determine that, as of any date, the Borrower shall have failed to comply with this Section 6.14the preceding sentences, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Notes and the other Obligations and covering additional assets and properties of the Borrower or its Subsidiaries not then encumbered by any Loan Documents (together with such other informationcurrent valuations, as may be requested by engineering reports, appraisals, and title opinions or insurance applicable to the Administrative Agentadditional assets and properties collaterally assigned, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets and properties of the Borrower and its Subsidiaries as required by Section 6.14(a)Subsidiaries.

Further Assurances; Additional Collateral. (a) The Borrower shall and the MLP shall cause the MLP and each Subsidiary of its Subsidiaries the Borrower and the MLP to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens Lien and security interests interest in substantially all of the assets of the MLP and each Subsidiary of the Borrower and each of its Subsidiaries located in the United StatesMLP, including all fixed assetscapital stock, real propertypartnership, accounts receivablejoint venture, inventorymembership interests, Equity Interestsor other equity interest; provided, equipmenthowever that MarkWest Energy Appalachia, general intangibles, and deposit accounts. Without limiting L.L.C. shall not be required to xxxxx x Xxxx on its interests in the forgoing, on or before February 17, 2006 the Borrower and such of its Subsidiaries having a deposit or similar account with Wxxxx Fargo Bank, N.A. will execute and deliver to the Administrative Agent, and cause Wxxxx Fargo Bank, N.A. to execute and deliver to the Administrative Agent the Deposit Account Pledge AgreementEquitable Leases. (b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower shall and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.14 SECTION 6.16 shall be first priority perfected Liens in favor of the Administrative Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in Section 7.01SECTION 7.01 (other than SECTION 7.01(h)). If the Administrative Agent shall determine that, as of any date, the Borrower or the MLP shall have failed to comply with this Section 6.14SECTION 6.16, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Notes and the other Obligations and covering additional assets and properties of the Borrower or its Subsidiaries not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the MLP, Borrower and its their respective Subsidiaries as required by Section 6.14(aSECTION 6.16(a).

Further Assurances; Additional Collateral. (a) The Borrower shall and the MLP shall cause the MLP and each Subsidiary of its Subsidiaries the Borrower and the MLP to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens Lien and security interests interest in substantially all of the assets of the MLP and each Subsidiary of the Borrower and each of its Subsidiaries located in the United StatesMLP, including all fixed assetscapital stock, real propertypartnership, accounts receivablejoint venture, inventorymembership interests, Equity Interestsor other equity interest; provided, equipmenthowever that MarkWest Energy Appalachia, general intangibles, and deposit accounts. Without limiting L.L.C. shall not be required to xxxxx x Xxxx on its interests in the forgoing, on or before February 17, 2006 the Borrower and such of its Subsidiaries having a deposit or similar account with Wxxxx Fargo Bank, N.A. will execute and deliver to the Administrative Agent, and cause Wxxxx Fargo Bank, N.A. to execute and deliver to the Administrative Agent the Deposit Account Pledge AgreementEquitable Leases. (b) In connection with the actions required pursuant to the foregoing subsection (asubsection(a), the Borrower shall and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.14 SECTION 6.16 shall be first priority perfected Liens in favor of the Administrative Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in Section 7.01SECTION 7.01 (other than SECTION 7.01(h)). If the Administrative Agent shall determine that, as of any date, the Borrower or the MLP shall have failed to comply with this Section 6.14SECTION 6.16, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Notes and the other Obligations and covering additional assets and properties of the Borrower or its Subsidiaries not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the MLP, Borrower and its their respective Subsidiaries as required by Section 6.14(aSECTION 6.16(a).

Further Assurances; Additional Collateral. (a) The Borrower shall and shall cause each Subsidiary of its Subsidiaries the Borrower (other than the Excluded MLP Entities) to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall reasonably require to ensure that the Administrative Agent or Collateral Agent on behalf of the Lenders Secured Parties shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets (other than Excluded Assets) of the Borrower and each Subsidiary of its Subsidiaries located in the United StatesBorrower (other than the Excluded MLP Entities), including all fixed assetscapital stock, real propertypartnership, accounts receivablejoint venture, inventorymembership interests, Equity Interests, equipment, general intangiblesor other equity interests except for (i) any motor vehicle or other equipment that has a certificate of title and a fair market value of less than $50,000, and deposit accounts(ii) those properties and assets as to which the Administrative Agent shall determine in its sole discretion (in consultation with the Borrower) that the costs of obtaining such security interest are excessive in relation to the value of the security to be afforded thereby. Without limiting the forgoingforegoing, on or before February 17, 2006 the Borrower shall and such shall cause each Subsidiary of its Subsidiaries having the Borrower to subject any of their deposit accounts to a deposit or similar account with Wxxxx Fargo Bank, N.A. will execute control agreement in form and deliver to the Administrative Agent, and cause Wxxxx Fargo Bank, N.A. to execute and deliver substance reasonably satisfactory to the Administrative Agent the Deposit Account Pledge Agreementwithin 30 days of Administrative Agent’s request therefor. (b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower shall and shall cause each Subsidiary of the Borrower (other than the Excluded MLP Entities) to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.14 6.15 shall be first priority perfected Liens in favor of the Administrative Agent or Collateral Agent for the benefit of the LendersSecured Parties, subject to no other Liens except Permitted Liens of the type described in Section 7.01. The Liens required by this Section 6.15 shall be perfected Liens in favor of the Administrative Agent or Collateral Agent for the benefit of the Secured Parties in all collateral to the extent perfection has or will occur by (i) the filing of a Uniform Commercial Code financing statement in the relevant jurisdiction, (ii) possession or control or (iii) the notation on a certificate of title. If the Administrative Agent shall determine that, as of any date, the Borrower shall have failed to comply with this Section 6.146.15, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Term Notes and the other Obligations and covering additional assets and properties of the Borrower or its Subsidiaries not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets (other than Excluded Assets) of the Borrower and its the QRC Subsidiaries as required by Section 6.14(a6.15(a).

Further Assurances; Additional Collateral. (a) The Borrower shall and shall cause each Subsidiary of its Subsidiaries the Borrower (other than the Excluded MLP Entities) to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall reasonably require to ensure that the Administrative Agent or Collateral Agent on behalf of the Lenders Secured Parties shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets of the Borrower and each Subsidiary of its Subsidiaries located in the United StatesBorrower (other than the Excluded MLP Entities)(other than Excluded Assets), including all fixed assetscapital stock, real propertypartnership, accounts receivablejoint venture, inventorymembership interests, Equity Interests, equipment, general intangiblesor other equity interests except for (i) any motor vehicle or other equipment that has a certificate of title and a fair market value of less than $50,000, and deposit accounts(ii) those properties and assets as to which the Administrative Agent shall determine in its sole discretion (in consultation with the Borrower) that the costs of obtaining such security interest are excessive in relation to the value of the security to be afforded thereby. Without limiting the forgoingforegoing, on or before February 17, 2006 the Borrower shall and such shall cause each Subsidiary of its Subsidiaries having the Borrower to subject any of their deposit accounts to a deposit or similar account with Wxxxx Fargo Bank, N.A. will execute control agreement in form and deliver to the Administrative Agent, and cause Wxxxx Fargo Bank, N.A. to execute and deliver substance reasonably satisfactory to the Administrative Agent the Deposit Account Pledge Agreementwithin 30 days of Administrative Agent’s request therefor. (b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower shall and shall cause each Subsidiary of the Borrower (other than the Excluded MLP Entities) to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.14 6.15 shall be first priority perfected Liens in favor of the Administrative Agent or Collateral Agent for the benefit of the LendersSecured Parties, subject to no other Liens except Permitted Liens of the type described in Section 7.01. If The Liens required by this Section 6.15 shall be perfected Liens in favor of the Administrative Agent shall determine that, as of any date, or Collateral Agent for the Borrower shall have failed to comply with this Section 6.14, the Administrative Agent may (and at the direction benefit of the Required Lenders, shall) notify the Borrower Secured Parties in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver all collateral to the Administrative Agent supplemental extent perfection has or additional Loan Documentswill occur by (i) the filing of a Uniform Commercial Code financing statement in the relevant jurisdiction, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Notes and the other Obligations and covering additional assets and properties of the Borrower (ii) possession or its Subsidiaries not then encumbered by any Loan Documents control or (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agentiii) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the Borrower and its Subsidiaries as required by Section 6.14(a).the

Further Assurances; Additional Collateral. (a) The Borrower shall cause each Domestic Subsidiary, from time to time, to become an Obligor with respect to, and jointly and severally liable with all other Obligors for, all the Obligations under this Agreement and the Notes and the other Loan Documents by promptly executing and delivering to the Lenders a Guaranty substantially in the form of Exhibit G hereto, with appropriate insertions, and by causing such Domestic Subsidiary’s, as the case may be, capital stock, partnership, joint venture or membership interest to be pledged pursuant to a pledge agreement in form satisfactory to the Administrative Agent. (b) The Borrower shall and shall cause each of its Subsidiaries to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in encumbering substantially all of the assets Borrower’s and its Domestic Subsidiaries’ assets, including (i) 100% of the Borrower stock or other equity interest in each Domestic Subsidiary, and 65% of the stock or other equity interest in each Foreign Subsidiary, (ii) 85% of the total value of all of the Borrower’s and its Subsidiaries located Domestic Subsidiaries’ Oil and Gas Properties evaluated in the United States, including all fixed assets, real property, accounts receivable, inventory, Equity Interests, equipment, general intangiblesmost recent Reserve Report, and deposit accounts. Without limiting (iii) all of the forgoingBorrower’s and its Domestic Subsidiaries’ other material assets and properties, on or before February 17both tangible and intangible, 2006 the Borrower both personal and such of its Subsidiaries having a deposit or similar account with Wxxxx Fargo Bankreal, N.A. will execute other than assets encumbered by Liens permitted by Section 7.2.3(q) , (r) and deliver to the Administrative Agent, and cause Wxxxx Fargo Bank, N.A. to execute and deliver to the Administrative Agent the Deposit Account Pledge Agreement(s). (bi) In connection with the actions required pursuant to the foregoing subsection subsections (a) and (b), the Borrower shall and shall cause each Subsidiary its Subsidiaries to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (cii) On or before the delivery of each Reserve Report required by Section 7.1.1(k), the Borrower shall deliver to the Administrative Agent such title information as the Administrative Agent may require setting forth the status of title acceptable to the Administrative Agent covering enough of the Oil and Gas Properties included in such Reserve Report so that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, satisfactory title information on at least 85% of the value of the Company’s and its Subsidiaries’ Oil and Gas Properties included in such Reserve Reports. (d) The Liens liens required by this Section 6.14 7.1.7 shall be first priority perfected Liens liens in favor of the Administrative Agent for the benefit of the LendersAgent, subject to no other Liens liens except Permitted Liens of the type described in Section 7.01Liens. If the Administrative Agent shall determine that, as of any date, the Borrower shall have failed to comply with this Section 6.147.1.7, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Notes and the other Obligations and covering additional assets and properties of the Borrower or its Subsidiaries not then encumbered by any Loan Documents (together with such other informationcurrent valuations, engineering reports, appraisals, and title opinions or insurance applicable to the additional assets and properties collaterally assigned, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the material assets and properties of the Borrower and its Domestic Subsidiaries as required by Section 6.14(a7.1.8(b).

Further Assurances; Additional Collateral. (a) The Borrower shall and the MLP shall cause the MLP and each Subsidiary of its Subsidiaries the Borrower and the MLP to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Collateral Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens Lien and security interests interest in substantially all of the assets of the MLP and each Subsidiary of the Borrower and each of its Subsidiaries located in the United StatesMLP, including all (i) at least 80% (based on fair market value) of the Vessels and the other fixed assets, real property, and all accounts receivable, inventory, Equity Interests, equipment, general intangibles, and deposit accounts. Without limiting the forgoing, on or before February 17, 2006 the Borrower and such of its Subsidiaries having a deposit or similar account with Wxxxx Fargo Bank, N.A. will execute and deliver to the Administrative Agent, and cause Wxxxx Fargo Bank(ii) all other material assets and properties of the MLP, N.A. to execute the Borrower, and deliver to their Subsidiaries including all capital stock, partnership, joint venture, membership interests, or other equity interests, provided, equity interests in XX Xxxxxx Sulphur will not be pledged until (A) XX Xxxxxx Sulphur Organization Documents no longer prohibit the Administrative Agent MLP, the Deposit Account Pledge AgreementBorrower, or their Subsidiaries from granting a Lien and security interest in equity interests in XX Xxxxxx Sulphur or (B) Xxxxxx Resource, its Subsidiaries, or Affiliates own all the equity interests in XX Xxxxxx Sulphur and XX Xxxxxx Sulphur General Partner. (b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower shall and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.14 6.18 shall be first priority perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in Section 7.017.01 (other than Section 7.01(h) and, in the case of the Vessels and other fixed assets required to be pledged pursuant to Section 6.18(a)(i), other than Section 7.01(b), (h), (i), (j), and (k)). If the Administrative Agent shall determine that, as of any date, the Borrower or the MLP shall have failed to comply with this Section 6.146.18, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Notes and the other Obligations and covering additional assets and properties of the Borrower or its Subsidiaries not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the MLP, the Borrower and its each of their respective Subsidiaries as required by Section 6.14(a6.18(a).

Further Assurances; Additional Collateral. (a) The Borrower shall and shall cause each of its Subsidiaries to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets of the Borrower and each of its Subsidiaries located in the United StatesSubsidiaries, including all fixed assets, real property, accounts receivableAccounts Receivable, inventoryInventory, Equity Interests, equipment, general intangibles, and deposit accounts. Without limiting the forgoing, on or before February 17, 2006 the Borrower and such of its Subsidiaries having a deposit or similar account with Wxxxx Fargo Bank, N.A. will execute and deliver to the Administrative Agent, and cause Wxxxx Fargo Bank, N.A. to execute and deliver to the Administrative Agent the Deposit Account Pledge Agreement. (b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower shall and shall cause each Subsidiary to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section SECTION 6.14 shall be first priority perfected Liens in favor of the Administrative Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in Section 7.01SECTION 7. 01. If the Administrative Agent shall determine that, as of any date, the Borrower shall have failed to comply with this Section SECTION 6.14, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Revolver Notes and the other Obligations and covering additional assets and properties of the Borrower or its Subsidiaries not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the Borrower and its Subsidiaries as required by Section 6.14(aSECTION 6.14(A). (d) Within sixty (60) days after the Closing Date, the Loan Parties and Administrative Agent shall have entered into the Lockbox and Collection Account Agreement with the financial institution holding the Loan Parties' operating and other bank accounts or otherwise have taken such actions as the Administrative Agent reasonably requests to give the Administrative Agent, for the benefit of the Lenders, a first priority perfected Lien on all deposit accounts of the Loan Parties.