THE BORROWER
AND/OR THE SUBSIDIARIES (AS APPLICABLE) COVERING ALL EQUITY INTERESTS OWNED BY
THE BORROWER OR SUCH RESTRICTED SUBSIDIARIES IN SUCH RESTRICTED SUBSIDIARIES,
TOGETHER WITH ALL CERTIFICATES (OR OTHER EVIDENCE ACCEPTABLE TO ADMINISTRATIVE
AGENT) EVIDENCING THE ISSUED AND OUTSTANDING
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EQUITY INTERESTS OF EACH SUCH RESTRICTED SUBSIDIARY OF EVERY CLASS OWNED BY SUCH
CREDIT PARTY (AS APPLICABLE) WHICH, IF CERTIFICATED, SHALL BE DULY ENDORSED OR
ACCOMPANIED BY STOCK POWERS EXECUTED IN BLANK (AS APPLICABLE), AS ADMINISTRATIVE
AGENT SHALL DEEM NECESSARY OR APPROPRIATE TO GRANT, EVIDENCE AND PERFECT A FIRST
PRIORITY SECURITY INTEREST IN THE ISSUED AND OUTSTANDING EQUITY INTERESTS OWNED
BY BORROWER OR ANY RESTRICTED SUBSIDIARY IN EACH RESTRICTED SUBSIDIARY.
SECTION 6.15.
PRODUCTION PROCEEDS AND BANK ACCOUNTS. SUBJECT TO THE
TERMS AND CONDITIONS OF THE MORTGAGES, EACH CREDIT PARTY SHALL CAUSE ALL
PRODUCTION PROCEEDS AND REVENUES ATTRIBUTABLE TO THE OIL AND GAS INTERESTS OF
SUCH CREDIT PARTY TO BE PAID AND DEPOSITED INTO DEPOSIT ACCOUNTS OF SUCH CREDIT
PARTY MAINTAINED WITH THE ADMINISTRATIVE AGENT OR WITH OTHER FINANCIAL
INSTITUTIONS ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND CAUSE ALL SUCH DEPOSIT
ACCOUNTS AT SUCH OTHER FINANCIAL INSTITUTIONS TO BE SUBJECT TO A CONTROL
AGREEMENT IN FAVOR OF THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED
PARTIES, IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (AN
"ELIGIBLE ACCOUNT").
Article VII
NEGATIVE COVENANTS
Until the Aggregate Commitment has expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full
and all Letters of Credit have expired or terminated and all LC Disbursements
shall have been reimbursed, each Credit Party covenants and agrees with the
Lenders that:
SECTION 7.01.
INDEBTEDNESS. THE BORROWER WILL NOT, NOR WILL IT PERMIT
ANY OF ITS RESTRICTED SUBSIDIARIES TO, CREATE, INCUR, ASSUME OR PERMIT TO EXIST
ANY INDEBTEDNESS, EXCEPT:
(A)
THE OBLIGATIONS;
(B)
INDEBTEDNESS EXISTING ON THE DATE HEREOF AND SET FORTH IN
SCHEDULE 7.01 AND EXTENSIONS, RENEWALS AND REPLACEMENTS OF ANY SUCH INDEBTEDNESS
THAT DO NOT INCREASE THE OUTSTANDING PRINCIPAL AMOUNT THEREOF;
(C)
INDEBTEDNESS OF THE BORROWER TO ANY GUARANTOR AND OF ANY GUARANTOR
TO THE BORROWER OR ANY OTHER GUARANTOR; PROVIDED, THAT (I) ALL SUCH INDEBTEDNESS
SHALL BE UNSECURED AND SUBORDINATED IN RIGHT OF PAYMENT TO THE PAYMENT IN FULL
OF ALL OF THE OBLIGATIONS AS PROVIDED IN SECTION 8.06 AND (II) ALL SUCH
INDEBTEDNESS IS EVIDENCED BY PROMISSORY NOTES IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, AND SUCH PROMISSORY NOTES ARE SUBJECT
TO A FIRST PRIORITY SECURITY INTEREST IN FAVOR OF THE ADMINISTRATIVE AGENT FOR
THE BENEFIT OF THE SECURED PARTIES ON TERMS AND CONDITIONS REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(D)
GUARANTEES OF THE OBLIGATIONS;
(E)
INDEBTEDNESS OF THE BORROWER AND THE RESTRICTED SUBSIDIARIES
INCURRED TO FINANCE THE ACQUISITION, CONSTRUCTION OR IMPROVEMENT OF ANY FIXED OR
CAPITAL ASSETS, INCLUDING CAPITAL LEASE OBLIGATIONS AND ANY INDEBTEDNESS ASSUMED
IN CONNECTION WITH THE ACQUISITION OF ANY SUCH ASSETS OR SECURED BY A LIEN ON
ANY SUCH ASSETS PRIOR TO THE
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