OF SUCH DEFINITION) ON ADDITIONAL OIL AND GAS PROPERTIES NOT ALREADY
SUBJECT TO A LIEN OF THE SECURITY INSTRUMENTS SUCH THAT AFTER GIVING EFFECT
THERETO, THE MORTGAGED PROPERTIES WILL REPRESENT AT LEAST 80% OF SUCH TOTAL
VALUE.
ALL SUCH LIENS WILL BE CREATED AND PERFECTED BY AND IN ACCORDANCE WITH
THE PROVISIONS OF DEEDS OF TRUST, SECURITY AGREEMENTS AND FINANCING STATEMENTS
OR OTHER SECURITY INSTRUMENTS, ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT AND IN SUFFICIENT EXECUTED (AND ACKNOWLEDGED WHERE
NECESSARY OR APPROPRIATE) COUNTERPARTS FOR RECORDING PURPOSES.
IN ORDER TO
COMPLY WITH THE FOREGOING, IF ANY SUBSIDIARY PLACES A LIEN ON ITS OIL AND GAS
PROPERTIES AND SUCH SUBSIDIARY IS NOT A GUARANTOR, THEN IT SHALL BECOME A
GUARANTOR AND COMPLY WITH SECTION 8.14(B).
(B)
IN THE EVENT THAT THE BORROWER OR ANY
SUBSIDIARY ACQUIRES OR FORMS ANY SUBSIDIARY, THE BORROWER SHALL PROMPTLY CAUSE
SUCH SUBSIDIARY TO GUARANTEE THE INDEBTEDNESS PURSUANT TO THE GUARANTY
AGREEMENT.
IN CONNECTION WITH ANY SUCH GUARANTY, THE BORROWER SHALL, OR SHALL
CAUSE SUCH SUBSIDIARY TO, (I) EXECUTE AND DELIVER A SUPPLEMENT TO THE GUARANTY
AGREEMENT EXECUTED BY SUCH SUBSIDIARY, (II) PLEDGE ALL OF THE EQUITY INTERESTS
OF SUCH NEW SUBSIDIARY (INCLUDING, WITHOUT LIMITATION, DELIVERY OF ORIGINAL
STOCK CERTIFICATES EVIDENCING THE EQUITY INTERESTS OF SUCH SUBSIDIARY, TOGETHER
WITH AN APPROPRIATE UNDATED STOCK POWERS FOR EACH CERTIFICATE DULY EXECUTED IN
BLANK BY THE REGISTERED OWNER THEREOF) AND (III) EXECUTE AND DELIVER SUCH OTHER
ADDITIONAL CLOSING DOCUMENTS, CERTIFICATES AND LEGAL OPINIONS AS SHALL
REASONABLY BE REQUESTED BY THE ADMINISTRATIVE AGENT.
(C)
THE BORROWER WILL AT ALL TIMES CAUSE THE
OTHER MATERIAL TANGIBLE AND INTANGIBLE ASSETS OF THE BORROWER AND EACH
SUBSIDIARY TO BE SUBJECT TO A LIEN OF THE SECURITY INSTRUMENTS.
SECTION 8.15
ERISA COMPLIANCE.
THE BORROWER WILL
PROMPTLY FURNISH AND WILL CAUSE THE SUBSIDIARIES AND ANY ERISA AFFILIATE TO
PROMPTLY FURNISH TO THE ADMINISTRATIVE AGENT (I) PROMPTLY AFTER THE FILING
THEREOF WITH THE UNITED STATES SECRETARY OF LABOR OR THE INTERNAL REVENUE
SERVICE, COPIES OF EACH ANNUAL AND OTHER REPORT WITH RESPECT TO EACH PLAN OR ANY
TRUST CREATED THEREUNDER, AND (II) IMMEDIATELY UPON BECOMING AWARE OF THE
OCCURRENCE OF ANY "PROHIBITED TRANSACTION," AS DESCRIBED IN SECTION 406 OF ERISA
OR IN SECTION 4975 OF THE CODE, IN
64
CONNECTION WITH ANY PLAN OR ANY TRUST CREATED THEREUNDER, A WRITTEN NOTICE
SIGNED BY THE PRESIDENT OR THE PRINCIPAL FINANCIAL OFFICER, THE SUBSIDIARY OR
THE ERISA AFFILIATE, AS THE CASE MAY BE, SPECIFYING THE NATURE THEREOF, WHAT
ACTION THE BORROWER, THE SUBSIDIARY OR THE ERISA AFFILIATE IS TAKING OR PROPOSES
TO TAKE WITH RESPECT THERETO, AND, WHEN KNOWN, ANY ACTION TAKEN OR PROPOSED BY
THE INTERNAL REVENUE SERVICE OR THE DEPARTMENT OF LABOR WITH RESPECT THERETO.
SECTION 8.16
MARKETING ACTIVITIES.
(A)
THE BORROWER WILL NOT, AND WILL NOT PERMIT
ANY OF ITS SUBSIDIARIES TO, ENGAGE IN MARKETING ACTIVITIES FOR ANY HYDROCARBONS
OR ENTER INTO ANY CONTRACTS RELATED THERETO OTHER THAN (I) CONTRACTS FOR THE
SALE OF HYDROCARBONS SCHEDULED OR REASONABLY ESTIMATED TO BE PRODUCED