COMPLYING WITH THE
DIRECTIONS OF ADMINISTRATIVE AGENT.
2
14.
THIS CONSENT IS BINDING ON THE PARTIES AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT NO ASSIGNMENT
BY THE OTHER PARTIES SHALL RELIEVE THEM OF THEIR OBLIGATIONS HEREUNDER OR UNDER
THE CONTRACTS.
15.
OPERATOR AND LARIAT EACH ACKNOWLEDGES THAT
THE LENDERS ARE MAKING OR CONTINUING TO EXTEND CREDIT TO BORROWER IN RELIANCE
UPON THEIR REPRESENTATIONS, WARRANTIES, CONSENTS AND AGREEMENTS SET FORTH HEREIN
AND THAT ITS AGREEMENTS AND OBLIGATIONS HEREUNDER AND UNDER THE CONTRACTS ARE
FOR THE BENEFIT OF ADMINISTRATIVE AGENT AND LENDERS.
16.
THE OTHER PARTIES AGREE TO COMPLY WITH THE
TERMS AND PROVISIONS APPLICABLE TO THEM IN THE CONTRACTS, INCLUDING DELIVERY OF
ITEMS TO ADMINISTRATIVE AGENT AS PROVIDED THEREIN.
17.
NO AMENDMENT OR WAIVER OF ANY PROVISION OF
THIS CONSENT, NOR ANY CONSENT TO ANY DEPARTURE BY THE OTHER PARTIES OR
ADMINISTRATIVE AGENT HEREFROM, SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME
SHALL HAVE BEEN AGREED TO OR CONSENTED TO IN WRITING AND SIGNED BY
ADMINISTRATIVE AGENT.
18.
EACH OF THE OTHER PARTIES AGREES TO DO SUCH
FURTHER ACTS AND THINGS AND EXECUTE SUCH OTHER AND FURTHER DOCUMENTS AS
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST IN ORDER TO EFFECT THE CONSENTS AND
AGREEMENTS CONTAINED HEREIN.
19.
TO THE EXTENT THIS CONSENT IS INCONSISTENT
WITH, OR PROHIBITED OR UNENFORCEABLE UNDER, ANY APPLICABLE LAW OR REGULATION, IT
WILL BE DEEMED INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY AND SHALL BE DEEMED TO BE MODIFIED AND APPLIED IN A MANNER
CONSISTENT WITH SUCH LAW AND REGULATION. NO UNENFORCEABILITY OR INVALIDITY OF
ANY PROVISION SHALL AFFECT THE ENFORCEABILITY OR VALIDITY OR THE REMAINING
PROVISIONS OF THIS CONSENT.
20.
OPERATOR AGREES TO DELIVER, PROMPTLY AFTER
EXECUTION, TO ADMINISTRATIVE AGENT A FULLY SIGNED AND COMPLETE COPY OF EACH
DRILLING CONTRACT. ATTACHED AS EXHIBIT A IS A TRUE, ACCURATE AND COMPLETE COPY
OF THE MULTIPLE RIGS CONTRACT.
21.
NOTWITHSTANDING ANYTHING IN THE MULTIPLE
RIGS CONTRACT OR ANY DRILLING CONTRACT TO THE CONTRARY, BORROWER MAY ASSIGN THE
MULTIPLE RIGS CONTRACT AND THE DRILLING CONTRACTS (AND THE RIGHTS TO RECEIVE
MONIES THEREUNDER) TO ADMINISTRATIVE AGENT TO SECURE BORROWER'S OBLIGATIONS
REFERENCED IN THE LOAN AGREEMENT. OPERATOR AND LARIAT EACH CONSENT TO SUCH
ASSIGNMENT OF THE MULTIPLE RIGS CONTRACT AND THE DRILLING CONTRACTS AND ANY
FURTHER ASSIGNMENT BY ADMINISTRATIVE AGENT (WHETHER OR NOT JUDICIAL) TO REALIZE
UPON THE COLLATERAL (AS DEFINED IN THE LOAN AGREEMENT). EACH OF OPERATOR, LARIAT
AND BORROWER UNDERSTANDS AND AGREES THAT SUCH ASSIGNMENTS SHALL NOT RELEASE ANY
OF THEM FROM ANY OF ITS LIABILITIES UNDER THE MULTIPLE RIGS CONTRACT OR THE
DRILLING CONTRACTS AND SHALL NOT CONSTITUTE ASSUMPTION ON THE PART OF ANY SUCH
ASSIGNEE OR ASSIGNEES.
22.
EACH OF OPERATOR AND LARIAT WILL PROMPTLY
AND DULY EXECUTE AND DELIVER TO THE OTHER PARTY AND TO ADMINISTRATIVE AGENT SUCH
DOCUMENTS AND ASSURANCES AND TAKE SUCH FURTHER ACTION AS THE OTHER PARTY OR
ADMINISTRATIVE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST IN ORDER TO CARRY
OUT MORE EFFECTIVELY THE INTENT AND PURPOSE