AND GAS INTERESTS.
(A)
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 ACTION NECESSARY TO
COMPLY WITH SECTION 6.14, (B) 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 (C) PROMPTLY CAUSE SUCH RESTRICTED SUBSIDIARY TO (I)
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, AND (II) TO THE EXTENT REQUIRED TO COMPLY WITH SECTION 6.09 OR AS
REQUESTED BY THE ADMINISTRATIVE AGENT, EXECUTE AND DELIVER MORTGAGES AND OTHER
SECURITY INSTRUMENTS CREATING LIENS PRIOR AND SUPERIOR IN RIGHT TO ANY OTHER
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PERSON, SUBJECT TO PERMITTED ENCUMBRANCES, IN SUCH RESTRICTED SUBSIDIARY'S OIL
AND GAS INTERESTS AND OTHER ASSETS.
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