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; provided, however that (i) MarkWest Energy Appalachia, L.L.C. shall not be required to ▇▇▇▇▇ ▇ ▇▇▇▇ on its interests in the Equitable Leases, and (ii) 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 be required to ▇▇▇▇▇ ▇ ▇▇▇▇ on any of their assets, other than assets constituting part of or related to the lateral pipeline transmission systems located in Texas, and the ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ gas gathering, compressor and processing pipeline systems, as applicable. (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 requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.15 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 (other than Section 7.

Further Assurances; Additional Collateral. (a) The Borrower Subject to limitations and exceptions contained in the MLP shall cause the MLP Loan Documents, Holdings and each Subsidiary Borrower will, and will cause each of their Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the Borrower filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable U.S. Law, or the MLP to take such actions and to execute and deliver such documents and instruments as which the Administrative Agent shall require or the Required Lenders may reasonably request, to ensure that comply with the Administrative Agent on behalf terms 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 this Agreement and the MLPother Loan Documents, including all capital stock, partnership, joint venture, membership interests, or other equity interests; provided, however that (i) MarkWest Energy Appalachia, L.L.C. shall not causing the Collateral to be required subject to ▇▇▇▇▇ ▇ ▇▇▇▇ on its interests in the Equitable Leases, and (ii) 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 be required to ▇▇▇▇▇ ▇ ▇▇▇▇ on any of their assets, other than assets constituting part of or related to the lateral pipeline transmission systems located in Texas, and the ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ gas gathering, compressor and processing pipeline systems, as applicable. (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 requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.15 shall be a first priority perfected Liens security interest in favor of the Administrative Agent for (subject to the benefit Liens permitted by Section 7.2.3) securing all the Obligations, all at the expense of the LendersBorrowers. (b) Subject to limitations and exceptions contained in the Loan Documents, if any property or asset is acquired by Holdings, the Borrowers or any of their Subsidiaries (other than an Excluded Foreign Subsidiary) after the date of the initial Credit Extension, AMRC will promptly notify the Administrative Agent thereof (except (A), in the case of personal property (excluding any leasehold interests), such notice shall not be required if (i) the Administrative Agent has a valid first-priority perfected security interest in such property or asset by virtue of any actions previously taken by or on behalf of the Administrative Agent or (ii) such actions are not required by the terms of the Security Agreement or the Pledge Agreement, and (B), in the case of a Real Property Asset, to the extent such Real Property Asset is subject to a Lien in favor of a third Person pursuant to clause (b), (c), (j) or (s) of Section 7.2.3), and will cause (except with respect to any such personal property or Real Property Asset described in the preceding parenthetical of this clause) such property or asset to be subjected to a first priority security interest in favor of the Administrative Agent (subject to the Liens permitted by Section 7.2.3) and will take, and cause each of its Subsidiaries (other than its Excluded Foreign Subsidiaries) to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including the actions described in Section 7.1.8 and clause (a) and, subject to no other Liens except Permitted Liens of the type described limitations set forth in Section 7.01 7.2.17, (i) Landlord Waivers with respect to Inventory located on leased Real Property Assets and (ii) Bailee Waivers with respect to assets located in a public warehouse. Notwithstanding anything to the contrary in this Section, AMRC shall only be required to take, or cause to be taken, any described action to the extent such action is permitted by applicable Law and, in the case of any guaranty or security provided under the Laws of any country other than Section 7the United States, only to the extent the Administrative Agent reasonably determines that the value to the Lender Parties of requiring AMRC to take, or cause to be taken, such action outweighs the cost and burden for AMRC to do so.

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; provided, however that (i) MarkWest Energy Appalachia, L.L.C. shall not be required to ▇▇▇▇▇ ▇ ▇▇▇▇ on its interests in the Equitable Leases, ; and (ii) 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 be required to to ▇▇▇▇▇ ▇ ▇▇▇▇ on any of their assets, other than assets constituting part of or related to the lateral pipeline transmission systems located in Texas, and the ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ gas gathering, compressor and processing pipeline systems, as applicable. (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 requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent. (c) The Liens required by this Section 6.15 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 (other than Section 7.

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; providedinterest in each Domestic Subsidiary, however that and 65% of the stock or other equity interest in each Foreign Subsidiary, (iii) MarkWest Energy Appalachia, L.L.C. shall not be required to ▇▇▇▇▇ ▇ ▇▇▇▇ on 75% of the total value of all of the Borrower's and its interests Domestic Subsidiaries' Oil and Gas Properties evaluated in the Equitable Leasesmost recent Reserve Report, and (iiiii) unless otherwise requested by the Administrative Agent acting upon the direction all of the Required LendersBorrower's and its Domestic Subsidiaries' other material assets and properties, neither MW Pinnacleboth tangible and intangible, MW PNG, MW Texas PNG nor MW Blackhawk shall be required to ▇▇▇▇▇ ▇ ▇▇▇▇ on any of their assetsboth personal and real, other than assets constituting part of or related to the lateral pipeline transmission systems located in Texasencumbered by Liens permitted by SECTION 7.2.3(q) , and the ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ gas gathering, compressor and processing pipeline systems, as applicable(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 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 6.15 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 Liens. If the Administrative Agent shall determine that, as of any date, the Borrower shall have failed to comply with this SECTION 7.1.8, the Administrative Agent may (and at the direction of the type described Required Lenders, shall) notify the Borrower in Section 7.01 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 Notes and the other Obligations and covering additional assets and properties not then encumbered by any Loan Documents (other than Section 7together with such current 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 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 7.1.8(b).

Further Assurances; Additional Collateral. (a) The Borrower Loan Parties will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the MLP shall cause the MLP filing and each Subsidiary recording of the Borrower U.C.C. or the MLP to take such actions similar financing statements, executing Bailee Waivers, Landlord Waivers and to execute and deliver such documents and instruments as other documents), which may be required under any applicable Law, or which the Administrative Agent shall require or the Required Lenders may reasonably request, to ensure that effectuate the Administrative Agent on behalf transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens (subject to the Liens permitted by Section 8.3) securing all Obligations and created or intended to be created by the Loan Documents, all at the expense 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; provided, however that (i) MarkWest Energy Appalachia, L.L.C. shall not be required to ▇▇▇▇▇ ▇ ▇▇▇▇ on its interests in the Equitable Leases, and (ii) 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 be required to ▇▇▇▇▇ ▇ ▇▇▇▇ on any of their assets, other than assets constituting part of or related to the lateral pipeline transmission systems located in Texas, and the ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ gas gathering, compressor and processing pipeline systems, as applicableBorrower. (b) In connection with If any property or asset forming a part of the actions required pursuant to Collateral is acquired or leased by any Loan Party after the foregoing subsection (a)Effective Date, 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 requested by will promptly notify the Administrative AgentAgent thereof; provided, in each case in form and substance satisfactory to however, that such notice shall not be required if (i) the Administrative Agent. (c) The Liens required by this Section 6.15 shall be Agent has a valid first priority perfected Liens security interest in such property or asset by virtue of any actions previously taken by or on behalf of the Administrative Agent and (ii) such actions are not required by the terms of Security Agreement, and will cause such property or asset to be subjected to a first priority security interest in favor of the Administrative Agent for (subject, in the benefit case of non-possessory security interests, to the LendersLiens permitted by Section 8.3) and the Loan Parties will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, subject to no other Liens except Permitted Liens of (including the type actions described in Section 7.01 (other than 7.7 and Section 77.8(a)) and obtaining Landlord Waivers and Bailee Waivers, to the extent such waivers are required pursuant to the terms of this Agreement.

Further Assurances; Additional Collateral. (a) The Each Borrower and each other Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the MLP shall cause the MLP filing and each Subsidiary recording of the Borrower financing statements, fixture filings, mortgages, deeds to secure debt and other documents), which may be required under any applicable Law, or the MLP to take such actions and to execute and deliver such documents and instruments as which the Administrative Agent shall require or the Required Lenders may reasonably request, to ensure that comply with the terms of this Agreement and the other Loan Documents, including causing the Collateral to be subject to a first priority security interest in favor of the Administrative Agent, for the benefit of the Lender Parties (subject, in the case of non-possessory security interests, to the Liens permitted by Section 7.2.3), securing all the Obligations, all at the expense of the Borrowers. The Borrowers also agree to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent on behalf as to the perfection and priority of the Lenders shallLiens created or intended to be created by the Loan Documents. (b) If any property or asset is acquired or leased by any Borrower, 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; provided, however that (i) MarkWest Energy Appalachia, L.L.C. shall not be required to ▇▇▇▇▇ ▇ ▇▇▇▇ on its interests in the Equitable Leases, and (ii) 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 be required to TRS Subsidiary or ▇▇▇▇▇ ▇ ▇▇▇▇ on any of their assets, other than assets constituting part of or related to HBU after the lateral pipeline transmission systems located in Texas, and the ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ gas gathering, compressor and processing pipeline systems, as applicable. (b) In connection with the actions required pursuant to the foregoing subsection (a)Funding Date, the Borrower and Borrowers will notify the MLP Administrative Agent promptly thereof (except such notice shall cause not be required if the MLP and each Subsidiary Administrative Agent has a valid first priority perfected security interest in such property or asset by virtue of the Borrower and the MLP to execute and deliver such stock certificates, blank stock powers, evidence any actions previously taken by or on behalf 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 will cause such property or asset to the Administrative Agent. (c) The Liens required by this Section 6.15 shall be subjected to a first priority perfected Liens security interest in favor of the Administrative Agent for (subject, in the benefit case of non-possessory security interests, to the LendersLiens permitted by Section 7.2.3), subject and will take, and cause ▇▇▇▇▇ TRS Subsidiary and ▇▇▇▇▇ HBU to no other take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens except Permitted Liens of (including the type actions described in Section 7.01 clause (other than Section 7a) and obtaining Landlord Estoppel Certificates with respect to assets located on leased Real Property).