Common use of Further Assurances; Additional Collateral Clause in Contracts

Further Assurances; Additional Collateral. (a) The Borrower and the MLP shall cause the MLP and each Subsidiary of 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 the MLP, including all capital stock, partnership, joint venture, membership interests, or 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, (ii) Excluded Assets and (iii) 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; 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 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, and other documents, and shall use commercially reasonable efforts to obtain 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 6.15 shall be first priority 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 6.15, 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 Revolving Notes and the other Obligations and covering additional assets and properties 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 their respective Subsidiaries as required by Section 6.15(a).

Further Assurances; Additional Collateral. (a) The Borrower and the MLP shall cause the MLP and each Subsidiary of 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 the MLP, including all capital stock, partnership, joint venture, membership interests, or other equity interests except for interests; provided, however that (i) any motor vehicle or other equipment that has a certificate of title MarkWest Energy Appalachia, L.L.C. shall not be required to xxxxx x Xxxx on its interests in the Equitable Leases; and a fair market value of less than $50,000, (ii) Excluded Assets and (iii) those properties and assets as to which unless otherwise requested by the Administrative Agent acting upon the direction of the Required Lenders, neither MW Pinnacle, MW PNG, MW Texas PNG nor MW Blackhawk shall determine in its sole discretion (in consultation with the Borrower) that the costs be required to xxxxx x Xxxx on any of obtaining such security interest are excessive in relation their assets, other than assets constituting part of or related to the value of lateral pipeline transmission systems located in Texas, and the security to be afforded thereby; providedXxxxxxx and Xxxxxxxx gas gathering, 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 compressor 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 31processing pipeline systems, as applicable, and not constituting an Excluded Asset. (b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower 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 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 6.15 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. The Liens required by this 7.01 (other than 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 6.15, 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 Revolving Notes and the other Obligations and covering additional assets and properties 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 their respective Subsidiaries as required by Section 6.15(a)7.

Further Assurances; Additional Collateral. (a) The Borrower shall and the MLP shall cause the MLP and each Subsidiary of the Borrower or (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 MLP Borrower and each Subsidiary of the Borrower and (other than the MLPExcluded MLP Entities)(other than Excluded Assets), including all capital stock, partnership, joint venture, membership interests, or 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 (ii) Excluded Assets and (iii) 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; provided, that with respect to rights of way, easements, leases or other similar property interests acquired by any Loan Party after . Without limiting the date hereofforegoing, the Loan Parties Borrower shall promptly grant and shall cause each Subsidiary of the Borrower to subject any of their deposit accounts to a control agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent as additional security for the Obligations, within 60 30 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 AssetAdministrative Agent’s request therefor. (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 (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, and other documents, and shall use commercially reasonable efforts to obtain 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 6.15 shall be first priority 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 Lenders 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) 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 (iviii) 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 6.15, 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 Revolving Notes and the other Obligations and covering additional assets and properties 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 their respective Subsidiaries as required by Section 6.15(a).the

Further Assurances; Additional Collateral. (a) The Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower or 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 the MLP, including all capital stock, partnership, joint venture, membership interests, or 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, (ii) Excluded Assets and (iii) 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 therebyinterest; provided, however that with respect MarkWest Energy Appalachia, L.L.C. shall not be required to rights of way, easements, leases or other similar property xxxxx x Xxxx on its interests acquired by any Loan Party after in 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 AssetEquitable Leases. (b) In connection with the actions required pursuant to the foregoing subsection (asubsection(a), the Borrower 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 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 6.15 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 7.01. 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 SECTION 7.01 (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 titleother 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 6.15SECTION 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 Revolving Notes and the other Obligations and covering additional assets and properties 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 their respective Subsidiaries as required by Section 6.15(aSECTION 6.16(a).

Further Assurances; Additional Collateral. (a) The Borrower ----------------------------------------- shall cause each 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 MLP 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 its Subsidiaries, upon the MLP and each Subsidiary reasonable request of the Borrower or the MLP 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 MLP and each Subsidiary of the Borrower properties, both tangible and the MLPintangible, including all capital stockboth personal and real, partnership, joint venture, membership interests, or 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, (ii) Excluded Assets and (iii) those properties and assets as to which the Administrative Agent shall determine in its sole discretion (in consultation together 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; 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 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 titleappraisals and engineering reports and satisfactory title evidence, and other documents, and shall use commercially reasonable efforts to obtain third party consents, as shall be reasonably requested by the Administrative Agent, in each case including title opinions or title insurance in form and substance reasonably satisfactory acceptable to the Administrative Agent. (c) The Liens required by this Section 6.15 shall be first priority Liens Agent in favor its reasonable business judgment as to ownership 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 titleassets and properties. If the Administrative Agent shall determine that, as of any date, the Borrower or the MLP shall have failed to comply with this Section 6.15the 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 Revolving Notes and the other Obligations and covering additional assets and properties 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 MLP, Borrower and their respective Subsidiaries as required by Section 6.15(a)its Subsidiaries.

Further Assurances; Additional Collateral. (a) The Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower or 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 the MLP, including all capital stock, partnership, joint venture, membership interests, or 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, (ii) Excluded Assets and (iii) 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 therebyinterest; provided, however that with respect MarkWest Energy Appalachia, L.L.C. shall not be required to rights of way, easements, leases or other similar property xxxxx x Xxxx on its interests acquired by any Loan Party after in 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 AssetEquitable Leases. (b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower 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 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 6.15 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 7.01. 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 SECTION 7.01 (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 titleother 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 6.15SECTION 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 Revolving Notes and the other Obligations and covering additional assets and properties 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 their respective Subsidiaries as required by Section 6.15(aSECTION 6.16(a).

Further Assurances; Additional Collateral. (a) The Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower or 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 the MLP, including (i) at least 80% (based on fair market value) of the Vessels and the other fixed assets, and all accounts receivable, inventory, equipment, general intangibles, and deposit accounts, and (ii) all other material assets and properties of the MLP, the Borrower, and their Subsidiaries including all capital stock, partnership, joint venture, membership interests, or other equity interests, provided, equity interests except for in XX Xxxxxx Sulphur will not be pledged until (iA) any motor vehicle or other equipment that has a certificate of title and a fair market value of less than $50,000XX Xxxxxx Sulphur Organization Documents no longer prohibit the MLP, (ii) Excluded Assets and (iii) 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; 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 their Subsidiaries from granting a Lien and December 31st, a 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 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 AssetXX Xxxxxx Sulphur General Partner. (b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower 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 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 6.15 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 7.01. The Liens required by this 7.01 (other than Section 6.15 shall be perfected Liens 7.01(h) and, in favor the case of the Administrative Agent for the benefit of the Lenders in all collateral Vessels and other fixed assets required to the extent perfection has or will occur by be pledged pursuant to Section 6.18(a)(i), other than Section 7.01(b), (h), (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 locatedj), and (iii) possession or control or (iv) the notation on a certificate of titlek)). If the Administrative Agent shall determine that, as of any date, the Borrower or the MLP shall have failed to comply with this Section 6.156.18, 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 Revolving Notes and the other Obligations and covering additional assets and properties 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 each of their respective Subsidiaries as required by Section 6.15(a6.18(a).

Further Assurances; Additional Collateral. (a) The Borrower shall and the MLP shall cause the MLP and each Subsidiary of the Borrower or (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 MLP Borrower and each Subsidiary of the Borrower and (other than the MLPExcluded MLP Entities), including all capital stock, partnership, joint venture, membership interests, or 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 (ii) Excluded Assets and (iii) 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; provided, that with respect to rights of way, easements, leases or other similar property interests acquired by any Loan Party after . Without limiting the date hereofforegoing, the Loan Parties Borrower shall promptly grant and shall cause each Subsidiary of the Borrower to subject any of their deposit accounts to a control agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent as additional security for the Obligations, within 60 30 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 AssetAdministrative Agent’s request therefor. (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 (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, and other documents, and shall use commercially reasonable efforts to obtain 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 6.15 shall be first priority 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 Lenders 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) 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 (iviii) 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 6.15, 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 Revolving Term Notes and the other Obligations and covering additional assets and properties 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 MLP, Borrower and their respective the QRC Subsidiaries as required by Section 6.15(a).

Further Assurances; Additional Collateral. (a) The Borrower shall cause each Subsidiary (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 MLP 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 its Subsidiaries, upon the MLP and each Subsidiary reasonable request of the Borrower or the MLP 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 MLP and each Subsidiary of the Borrower properties, both tangible and the MLPintangible, including all capital stockboth personal and real, partnership, joint venture, membership interests, or 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, (ii) Excluded Assets and (iii) those properties and assets as to which the Administrative Agent shall determine in its sole discretion (in consultation together 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; 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 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 titleappraisals and engineering reports and satisfactory title evidence, and other documents, and shall use commercially reasonable efforts to obtain third party consents, as shall be reasonably requested by the Administrative Agent, in each case including title opinions or title insurance in form and substance reasonably satisfactory acceptable to the Administrative Agent. (c) The Liens required by this Section 6.15 shall be first priority Liens Agent in favor its reasonable business judgment as to ownership 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 titleassets and properties. If the Administrative Agent shall determine that, as of any date, the Borrower or the MLP shall have failed to comply with this Section 6.15the 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 Revolving Notes and the other Obligations and covering additional assets and properties 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 MLP, Borrower and their respective Subsidiaries as required by Section 6.15(a)its Subsidiaries.

Further Assurances; Additional Collateral. (a) The Borrower shall and the MLP shall cause the MLP and each Subsidiary of the Borrower or the MLP 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 MLP Borrower and each Subsidiary 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 MLPAdministrative Agent, including all capital stockand cause Wxxxx Fargo Bank, partnership, joint venture, membership interests, or other equity interests except for (i) any motor vehicle or other equipment that has a certificate of title N.A. to execute and a fair market value of less than $50,000, (ii) Excluded Assets and (iii) those properties and assets as deliver 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; 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 AssetDeposit Account Pledge Agreement. (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 6.15 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. 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 6.156.14, 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 Revolving 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 their respective its Subsidiaries as required by Section 6.15(a6.14(a).

Further Assurances; Additional Collateral. (a) The Borrower shall and the MLP shall cause the MLP and each Subsidiary of the Borrower or the MLP 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 MLP Borrower and each Subsidiary of its Domestic Subsidiaries, including all fixed assets, accounts receivable, inventory, Equity Interests, equipment, general intangibles, and deposit accounts; provided that any real property of the Borrower and the MLP, including all capital stock, partnership, joint venture, membership interests, or other equity interests except for (i) any motor vehicle or other equipment that has of its Subsidiaries is not required to subject to a certificate of title and a fair market value of less than $50,000, (ii) Excluded Assets and (iii) 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; 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 Lien securing 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 Domestic 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 and other documents, and shall use commercially reasonable efforts to obtain 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 6.15 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. 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 6.156.14, 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 Revolving 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 MLP, Borrower and their respective its Domestic Subsidiaries as required by Section 6.15(a6.14(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 MLP 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 the MLP and each Subsidiary of the Borrower or the MLP 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 MLP and each Subsidiary of the Borrower and the MLP, including all capital stock, partnership, joint venture, membership interests, stock or other equity interests except for (i) any motor vehicle interest in each Domestic Subsidiary, and 65% of the stock or other equipment that has a certificate of title and a fair market value of less than $50,000equity interest in each Foreign Subsidiary, (ii) Excluded Assets 75% of the total value of all of the Borrower's and its Domestic Subsidiaries' Oil and Gas Properties evaluated in the most recent Reserve Report, and (iii) those properties and assets as to which the Administrative Agent shall determine in its sole discretion (in consultation with all of the Borrower's and its Domestic Subsidiaries' other material assets and properties, both tangible and intangible, both personal and real, other than assets encumbered by Liens permitted by SECTION 7.2.3(q) 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(r) AND (s). (bi) In connection with the actions required pursuant to the foregoing subsection SUBSECTIONS (a) and (b), the Borrower shall and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP 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 reasonably requested by the Administrative Agent, in each case in form and substance reasonably 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 6.15 SECTION 7.1.8 shall be first priority Liens perfected 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 7.01. 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 titleLiens. If the Administrative Agent shall determine that, as of any date, the Borrower or the MLP shall have failed to comply with this Section 6.15SECTION 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 Revolving Notes and the other Obligations and covering additional assets and properties 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 MLP, Borrower and their respective its Domestic Subsidiaries as required by Section 6.15(aSECTION 7.1.8(b).

Further Assurances; Additional Collateral. (a) The Borrower shall and the MLP shall cause the each of its Subsidiaries (other than Excluded MLP and each Subsidiary of the Borrower or the 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 MLP Borrower and each Subsidiary of the Borrower and the MLPits Subsidiaries (other than Excluded MLP Entities), including all capital stock, partnership, joint venture, membership interests, or 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, (ii) Excluded Assets and (iii) 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; 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 Assetinterests. (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 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 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 6.15 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 7.01. The Liens required by this 7.01 (other than 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 title7.01(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 6.156.16, 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 Revolving Notes and the other Obligations and covering additional assets and properties of the 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 MLP, Borrower and their respective Subsidiaries the Loan Parties as required by Section 6.15(a6.16(a).