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 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
64
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 MAJORITY LENDERS.
SECTION 6.14.
PLEDGED EQUITY INTERESTS.
ON THE DATE HEREOF AND AT THE
TIME HEREAFTER THAT ANY RESTRICTED SUBSIDIARY OF THE BORROWER IS CREATED OR
ACQUIRED OR ANY UNRESTRICTED SUBSIDIARY BECOMES A