6.11.
[RESERVED]. OPERATION OF OIL AND GAS
INTERESTS. EACH BORROWER WILL, AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO,
MAINTAIN, DEVELOP AND OPERATE ITS OIL AND GAS INTERESTS IN A GOOD AND
WORKMANLIKE MANNER, AND OBSERVE AND COMPLY WITH ALL OF THE TERMS AND PROVISIONS,
EXPRESS OR IMPLIED, OF ALL OIL AND GAS LEASES RELATING TO SUCH OIL AND GAS
INTERESTS SO LONG AS SUCH OIL AND GAS INTERESTS ARE CAPABLE OF PRODUCING
HYDROCARBONS AND ACCOMPANYING ELEMENTS IN PAYING QUANTITIES, EXCEPT WHERE SUCH
FAILURE TO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(B)
BORROWER WILL, AND WILL CAUSE EACH
RESTRICTED SUBSIDIARY TO, COMPLY IN ALL RESPECTS WITH ALL CONTRACTS AND
AGREEMENTS APPLICABLE TO OR RELATING TO ITS OIL AND GAS INTERESTS OR THE
PRODUCTION AND SALE OF HYDROCARBONS AND ACCOMPANYING ELEMENTS THEREFROM, EXCEPT
TO THE EXTENT A FAILURE TO SO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 6.13.
RESTRICTED SUBSIDIARIES.
IN THE EVENT
ANY PERSON IS OR BECOMES A RESTRICTED SUBSIDIARY, BORROWER WILL (A) PROMPTLY
TAKE ALL SUCH ACTION AND EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND
DELIVERED, TO THE ADMINISTRATIVE AGENT ALL SUCH DOCUMENTS, OPINIONS,
INSTRUMENTS, AGREEMENTS, AND CERTIFICATES SIMILAR TO THOSE DESCRIBED IN
SECTION 5.01(B) AND SECTION 5.01(C) THAT THE ADMINISTRATIVE AGENT MAY REQUEST,
AND (B) PROMPTLY CAUSE SUCH
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RESTRICTED SUBSIDIARY TO BECOME A PARTY TO THIS AGREEMENT AND GUARANTEE THE
OBLIGATIONS BY EXECUTING AND DELIVERING TO THE ADMINISTRATIVE AGENT A
COUNTERPART AGREEMENT IN THE FORM OF EXHIBIT C.
UPON DELIVERY OF ANY SUCH
COUNTERPART AGREEMENT TO THE ADMINISTRATIVE AGENT, NOTICE OF WHICH IS HEREBY
WAIVED BY EACH CREDIT PARTY, SUCH RESTRICTED SUBSIDIARY SHALL BE A GUARANTOR AND
SHALL BE AS FULLY A PARTY HERETO AS IF SUCH RESTRICTED SUBSIDIARY WERE AN
ORIGINAL SIGNATORY HERETO.
EACH CREDIT PARTY EXPRESSLY AGREES THAT ITS
OBLIGATIONS ARISING HEREUNDER SHALL NOT BE AFFECTED OR DIMINISHED BY THE
ADDITION OR RELEASE OF ANY OTHER CREDIT PARTY HEREUNDER.
THIS AGREEMENT SHALL
BE FULLY EFFECTIVE AS TO ANY CREDIT PARTY THAT IS OR BECOMES A PARTY HERETO
REGARDLESS OF WHETHER ANY OTHER PERSON BECOMES OR FAILS TO BECOME OR CEASES TO
BE A CREDIT PARTY HEREUNDER.
WITH RESPECT TO EACH SUCH RESTRICTED SUBSIDIARY,
THE BORROWER SHALL PROMPTLY SEND TO THE ADMINISTRATIVE AGENT WRITTEN NOTICE
SETTING FORTH WITH RESPECT TO SUCH PERSON THE DATE ON WHICH SUCH PERSON BECAME A
RESTRICTED SUBSIDIARY OF THE BORROWER, AND SUPPLEMENT THE DATA REQUIRED TO BE
SET FORTH IN THE SCHEDULES TO THIS AGREEMENT AS A RESULT OF THE ACQUISITION OR
CREATION OF SUCH RESTRICTED SUBSIDIARY; PROVIDED THAT SUCH SUPPLEMENTAL DATA
MUST BE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND REQUIRED LENDERS.
ARTICLE VII
NEGATIVE COVENANTS
Until (i) the Availability Period has expired or been terminated and (ii) the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full, each Credit Party covenants and agrees with the Lenders that:
SECTION 7.01.
INDEBTEDNESS.
THE BORROWER WILL NOT,
NOR WILL IT