ANY MLP ASSET TRANSFER, PERMITTED MLP
EQUITY TRANSFER OR PERMITTED GP EQUITY TRANSFER PERMITTED PURSUANT TO SECTION
8.2;
(B)
ANY SERVICES AGREEMENT, OPERATING AGREEMENT,
OMNIBUS AGREEMENT OR SIMILAR AGREEMENT ENTERED INTO WITH ANY PERMITTED MLP OR
PERMITTED GP FOR THE PURPOSE OF PROVIDING ROUTINE SERVICES TO SUCH PERMITTED MLP
OR PERMITTED GP; PROVIDED ANY SUCH AGREEMENT (I) IS OF A TYPE AND IN A FORM
CUSTOMARILY ENTERED INTO BY MLPS AND (II) IS UPON FAIR AND REASONABLE TERMS NO
LESS FAVORABLE TO THE BORROWER OR SUCH RESTRICTED SUBSIDIARY THAN WOULD BE
OBTAINED BY A MLP IN A COMPARABLE TRANSACTION WITH AN AFFILIATE;
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(C)
TRANSACTIONS BETWEEN OR AMONG LOAN PARTIES
NOT INVOLVING ANY OTHER AFFILIATE;
(D)
PAYMENTS BY THE BORROWER AND THE RESTRICTED
SUBSIDIARIES TO EACH OTHER PURSUANT TO ANY TAX SHARING AGREEMENTS AMONG THE
BORROWER AND THE RESTRICTED SUBSIDIARIES ON CUSTOMARY TERMS TO THE EXTENT
ATTRIBUTABLE TO THE OWNERSHIP OR OPERATION OF THE BORROWER AND THE RESTRICTED
SUBSIDIARIES; AND
(E)
THE PAYMENT OF REASONABLE AND CUSTOMARY
FEES PAID TO, AND INDEMNITIES PROVIDED ON BEHALF OF, OFFICERS, DIRECTORS,
MANAGERS, EMPLOYEES OR CONSULTANTS OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY.
8.7
Margin Stock.
The Borrower and each
Guarantor shall not, and shall not permit any of its respective Subsidiaries to,
directly or indirectly, suffer or permit any Subsidiary to, use any portion of
the proceeds of the Loans (i) to purchase or carry Margin Stock, (ii) to repay
or otherwise refinance Indebtedness of the Borrower or others incurred to
purchase or carry Margin Stock, (iii) to extend credit for the purpose of
purchasing or carrying any Margin Stock, or (iv) to acquire any security in any
transaction that is subject to Section 13 or 15(d) of the Exchange Act.
8.8
Contingent Obligations.
The Borrower and
each Guarantor shall not, and shall not permit any of the Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Contingent Obligations except:
(A)
ENDORSEMENTS FOR COLLECTION OR DEPOSIT IN
THE ORDINARY COURSE OF BUSINESS;
(B)
DERIVATIVE CONTRACTS PERMITTED UNDER
SECTION 8.10 HEREOF;
(C)
OBLIGATIONS UNDER PLUGGING BONDS,
PERFORMANCE BONDS AND FIDELITY BONDS ISSUED FOR THE ACCOUNT OF THE BORROWER OR
ITS SUBSIDIARIES, OBLIGATIONS TO INDEMNIFY OR MAKE WHOLE ANY SURETY AND SIMILAR
AGREEMENTS INCURRED IN THE ORDINARY COURSE OF BUSINESS AND OBLIGATIONS OF THE
BORROWER UNDER THE PURCHASE AND SALE AGREEMENT DATED NOVEMBER 4, 1998, AS
AMENDED BY THE FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT DATED JANUARY 13,
1999, AMONG THE BORROWER, ELLWOOD, CHEVRON U.S.A., INC. AND CHEVRON PIPELINE
COMPANY;
(D)
THIS AGREEMENT AND EACH GUARANTY;
(E)
THE REAL ESTATE CONTINGENT OBLIGATIONS;
(F)
GUARANTY OBLIGATIONS OF THE GUARANTORS IN
RESPECT OF (I) THE FIRST LIEN OBLIGATIONS, (II) THE OBLIGATIONS, (III) THE
SENIOR NOTE DEBT DOCUMENTS AND (IV) ANY PERMITTED INDEBTEDNESS INCURRED PURSUANT
TO CLAUSES (D), (F) OR (G) THEREOF;
(G)
INDEMNITY OBLIGATIONS OF THE BORROWER UNDER
THE PURCHASE AND SALE AGREEMENT DATED AS OF DECEMBER 3, 2004 AMONG THE BORROWER
AND THE MEMBERS OF MARQUEZ ENERGY, LLC; AND