IF THE TRANSFEROR OF SUCH PROPERTY IS A GUARANTOR, THE TRANSFEREE THEREOF
MUST EITHER BE BORROWER OR A GUARANTOR;
(E)
DISPOSITIONS PERMITTED BY SECTION 7.04;
(F)
DISPOSITIONS OF INTERESTS IN OIL AND GAS
LEASES, OR PORTIONS THEREOF (IF RELEASED OR ABANDONED BUT NOT OTHERWISE SOLD OR
TRANSFERRED), SO LONG AS NO WELL SITUATED ON ANY SUCH LEASE, OR LOCATED ON ANY
UNIT CONTAINING ALL OR ANY PART THEREOF, IS CAPABLE (OR IS SUBJECT TO BEING MADE
CAPABLE THROUGH COMMERCIALLY FEASIBLE OPERATIONS) OF PRODUCING OIL, GAS OR OTHER
HYDROCARBONS OR MINERALS IN COMMERCIAL QUANTITIES;
(G)
DISPOSITIONS CONTEMPLATED BY THE VAP-I
EQUITY REPURCHASE, AND DISPOSITIONS OF TRUST UNITS TO A PERSON WHO IS NOT AN
AFFILIATE FOR CASH OR CASH EQUIVALENTS;
(H)
DISPOSITIONS OF OIL AND GAS PROPERTIES THAT
ARE SOLD FOR FAIR CONSIDERATION TO A PERSON WHO IS NOT AN AFFILIATE, PROVIDED
THAT (I) THE MAXIMUM AGGREGATE AMOUNT OF SUCH SALES IN ANY CALENDAR YEAR IS
LIMITED TO OIL AND GAS PROPERTIES THAT ACCOUNT FOR NO MORE THAN 10% OF THE
AGGREGATE OIL AND GAS PROPERTIES AT THE BEGINNING OF SUCH CALENDAR YEAR, (II) AT
LEAST 90% OF THE CONSIDERATION RECEIVED IN CONNECTION WITH SUCH SALES MUST BE IN
CASH OR CASH EQUIVALENTS; AND (III) PRIOR TO AND AFTER GIVING EFFECT TO ANY SUCH
SALE NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST; AND
(I)
IN THE EVENT THAT LESS THAN 1,125,000 OF
TRUST UNITS ARE SOLD BY VAP-I OR MV ENERGY AS "ADDITIONAL UNITS" TO THE
UNDERWRITERS AS PROVIDED FOR IN THE UNDERWRITING AGREEMENT, THEN TRUST UNITS
HELD BY VAP-I OR MV ENERGY EQUAL TO 1,125,000 MINUS THE NUMBER OF ADDITIONAL
UNITS THAT ARE SO SOLD, IF ANY, BY VAP-I MAY BE DISPOSED OF TO HOLDERS OF EQUITY
INTERESTS IN VAP-I AS PART OF THE CONSIDERATION FOR THE VAP-I EQUITY REPURCHASE;
PROVIDED, HOWEVER, THAT ANY DISPOSITION PURSUANT TO CLAUSES (A) THROUGH (H)
SHALL BE FOR FAIR MARKET VALUE.
No Loan Party will abandon or consent to the abandonment of, any oil or gas well
constituting Collateral so long as such well is capable (or is subject to being
made capable through drilling, reworking or other operations which it would be
commercially feasible to conduct) of producing oil, gas, or other hydrocarbons
or other minerals in commercial quantities (as determined without considering
the effect of any Mortgage).
No Loan Party will elect not to participate in a
proposed operation on any oil and gas property constituting Collateral where the
effect of such election would be the forfeiture either temporarily (e.g., until
a certain sum of money is received out of the forfeited interest) or permanently
of any interest in the Collateral.
49
7.06
Restricted Payments.
Declare or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, or issue or sell any Equity Interests, except that, so long
as no Default shall have occurred and be continuing at the time of any action
described below or would result therefrom:
(A)
EACH SUBSIDIARY OF