TO THE EXTENT DISPOSED OF (INCLUDING ABANDONMENT) PURSUANT
TO SECTION 7.05(F), EACH LOAN PARTY WILL MAINTAIN IN FULL FORCE AND EFFECT ALL
OIL, GAS OR MINERAL LEASES, CONTRACTS, SERVITUDES AND OTHER AGREEMENTS FORMING A
PART OF ANY OIL AND GAS PROPERTY, TO THE EXTENT THE SAME COVER OR OTHERWISE
RELATE TO SUCH OIL AND GAS PROPERTY, AND EACH LOAN PARTY WILL TIMELY PERFORM ALL
OF ITS OBLIGATIONS
45
THEREUNDER.
EACH LOAN PARTY WILL PROMPTLY NOTIFY ADMINISTRATIVE AGENT OF ANY
CLAIM (OR ANY CONCLUSION BY SUCH LOAN PARTY) THAT SUCH LOAN PARTY IS OBLIGATED
TO ACCOUNT FOR ANY ROYALTIES, OR OVERRIDING ROYALTIES OR OTHER PAYMENTS OUT OF
PRODUCTION, ON A BASIS (OTHER THAN DELIVERY IN KIND) LESS FAVORABLE TO SUCH LOAN
PARTY THAN PROCEEDS RECEIVED BY LOAN PARTY (CALCULATED AT THE WELL) FROM SALE OF
PRODUCTION.
(B)
REPRESENTATION TO CONTINUE TO BE TRUE.
EACH
LOAN PARTY WILL CARRY OUT ITS SALES OF PRODUCTION, WILL OPERATE THE OIL AND GAS
PROPERTIES, AND WILL OTHERWISE DEAL WITH THE OIL AND GAS PROPERTIES AND THE
PRODUCTION, IN SUCH A WAY THAT THE REPRESENTATIONS AND WARRANTIES IN SECTIONS
5.18, 5.19 AND 5.20 REMAIN TRUE AND CORRECT AT, AND AS OF, ALL TIMES THAT THIS
AGREEMENT IS IN EFFECT (AND NOT JUST AT, AND AS OF, THE TIMES SUCH
REPRESENTATIONS AND WARRANTIES ARE MADE).
6.15
Guaranties of Borrower's Subsidiaries.
Each Subsidiary of
Borrower now existing or created, acquired or coming into existence after the
date hereof shall, promptly upon request by Administrative Agent, execute and
deliver to Administrative Agent a supplement to the Guaranty in the form
attached thereto guaranteeing the timely repayment of the Obligations and the
due and punctual performance of the obligations of Borrower hereunder.
Borrower
will cause each of its Subsidiaries to deliver to Administrative Agent,
simultaneously with its delivery of such a supplement, written evidence
satisfactory to Administrative Agent and its counsel that such Subsidiary has
taken all company action necessary to duly approve and authorize its execution,
delivery and performance of such guaranty and any other documents which it is
required to execute.
6.16
Environmental Matters; Environmental Reviews.
(A)
EACH LOAN PARTY WILL COMPLY IN ALL MATERIAL
RESPECTS WITH ALL ENVIRONMENTAL LAWS NOW OR HEREAFTER APPLICABLE TO SUCH LOAN
PARTY, AS WELL AS ALL CONTRACTUAL OBLIGATIONS AND AGREEMENTS WITH RESPECT TO
ENVIRONMENTAL REMEDIATION OR OTHER ENVIRONMENTAL MATTERS, AND SHALL OBTAIN, AT
OR PRIOR TO THE TIME REQUIRED BY APPLICABLE ENVIRONMENTAL LAWS, ALL
ENVIRONMENTAL, HEALTH AND SAFETY PERMITS AND OTHER AUTHORIZATIONS NECESSARY FOR
ITS OPERATIONS AND WILL MAINTAIN SUCH AUTHORIZATIONS IN FULL FORCE AND EFFECT.
NO LOAN PARTY WILL DO ANYTHING OR PERMIT ANYTHING TO BE DONE WHICH WILL SUBJECT
ANY OF ITS PROPERTIES TO ANY REMEDIAL OBLIGATIONS UNDER, OR RESULT IN
NONCOMPLIANCE WITH APPLICABLE PERMITS ISSUED UNDER, ANY APPLICABLE ENVIRONMENTAL
LAWS, ASSUMING DISCLOSURE TO THE APPLICABLE GOVERNMENTAL AUTHORITIES OF ALL
RELEVANT FACTS, CONDITIONS AND CIRCUMSTANCES.
UPON ADMINISTRATIVE AGENT'S
REASONABLE REQUEST, AT ANY TIME (BUT NOT IN EXCESS OF ONE INSPECTION CONDUCTED
AT BORROWER'S EXPENSE HEREUNDER DURING ANY 18 CONSECUTIVE