Person other than the Borrower or a Restricted Subsidiary.
8.19
MLP and GP Activities.
The Borrower and each
Guarantor shall not, and shall not permit any of the Restricted Subsidiaries to,
directly or indirectly:
(A)
CAUSE OR PERMIT ANY MLP ASSET TRANSFER, MLP
EQUITY TRANSFER OR GP EQUITY TRANSFER TO RESULT IN THE RELATED GP, MLP OR ANY
MLP SUBSIDIARY BEING REQUIRED TO ASSUME THE OBLIGATIONS OF THE BORROWER OR SUCH
GUARANTOR UNDER THE TERMS OF ANY INDEBTEDNESS OF THE BORROWER OR ANY GUARANTOR;
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(B)
CAUSE OR PERMIT ANY EQUITY INTEREST IN A MLP
OR A GP RECEIVED BY THE BORROWER OR ANY GUARANTOR AS A RESULT OF ANY MLP ASSET
TRANSFER TO BE BENEFICIALLY OWNED OR HELD OF RECORD BY ANY PERSON OTHER THAN THE
BORROWER OR A GUARANTOR AT ANY TIME PRIOR TO SUCH TIME AS ANY SUCH EQUITY
INTEREST IS DISPOSED OF IN COMPLIANCE WITH SECTION 8.2;
(C)
CAUSE OR PERMIT ANY OIL AND GAS PROPERTIES
THAT ARE TRANSFERRED TO A PERMITTED GP NOT TO BE PROMPTLY, BUT IN ANY EVENT BY
THE CLOSE OF BUSINESS ON SUCH DATE OF SUCH TRANSFER TO SUCH PERMITTED GP,
TRANSFERRED TO THE CORRESPONDING PERMITTED MLP OR A SUBSIDIARY THEREOF;
(D)
CAUSE OR PERMIT ANY PERMITTED GP, PERMITTED
MLP OR UNRESTRICTED SUBSIDIARY OR ANY SUBSIDIARY OF ANY THEREOF TO CREATE,
INCUR, ISSUE, ASSUME, GUARANTEE OR OTHERWISE BECOME OR BE DIRECTLY OR INDIRECTLY
LIABLE WITH RESPECT TO ANY INDEBTEDNESS PURSUANT TO WHICH THE HOLDER OF SUCH
INDEBTEDNESS HAS RECOURSE TO ANY OF THE ASSETS OF THE BORROWER OR ANY RESTRICTED
SUBSIDIARY (EXCLUDING, FOR AVOIDANCE OF DOUBT, ANY PERMITTED PARENT NOTE); AND
(E)
CAUSE OR PERMIT ANY PERMITTED GP TO HOLD
ANY ASSETS OTHER THAN THOSE SPECIFIED IN CLAUSES (I) THROUGH (V) OF THE
DEFINITION OF "PERMITTED GP" OR TO FAIL HAVE ORGANIZATIONAL DOCUMENTS SATISFYING
CLAUSE (D) OF THE DEFINITION OF "PERMITTED GP" OR NOT TO COMPLY WITH THE
PROVISIONS OF SUCH DOCUMENTS IN RESPECT OF DISTRIBUTIONS.
ARTICLE IX
EVENTS OF DEFAULT
9.1
Event of Default.
Any of the following
shall constitute an "Event of Default":
(A)
PRINCIPAL NON PAYMENT.
THE BORROWER FAILS
TO PAY, WHEN AND AS REQUIRED TO BE PAID HEREIN, ANY AMOUNT OF SCHEDULED
PRINCIPAL PAYMENT OF ANY LOAN, INCLUDING ANY MANDATORY PREPAYMENT UNDER
SECTION 2.5 OF THIS AGREEMENT;
(B)
INTEREST AND EXPENSE NON-PAYMENT.
ANY LOAN
PARTY FAILS TO PAY, WHEN AND AS REQUIRED TO BE PAID HEREIN, ANY INTEREST DUE ON
ANY INTEREST PAYMENT DATE, ANY OTHER PAYMENTS FOR FEES, EXPENSES, OR OTHER
AMOUNT PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT WITHIN THREE BUSINESS
DAYS AFTER THE SAME BECOMES DUE AND PAYABLE;
(C)
REPRESENTATION OR WARRANTY.
ANY WRITTEN
REPRESENTATION OR WARRANTY BY ANY LOAN PARTY MADE OR DEEMED MADE HEREIN, IN ANY
OTHER LOAN DOCUMENT, OR WHICH IS CONTAINED IN ANY CERTIFICATE, DOCUMENT OR
FINANCIAL OR OTHER STATEMENT BY ANY LOAN PARTY, OR ANY RESPONSIBLE OFFICER,
FURNISHED AT ANY TIME UNDER THIS AGREEMENT, OR IN OR UNDER ANY OTHER LOAN
DOCUMENT, IS INCORRECT IN ANY MATERIAL