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 RESTRICTED SUBSIDIARY, THE BORROWER AND
THE SUBSIDIARIES (AS APPLICABLE) SHALL EXECUTE AND DELIVER TO THE ADMINISTRATIVE
AGENT FOR THE BENEFIT OF THE SECURED PARTIES, A PLEDGE AGREEMENT, IN FORM AND
SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT, FROM 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 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 SECURITY INTEREST IN THE ISSUED AND
OUTSTANDING EQUITY INTERESTS OWNED BY BORROWER OR ANY RESTRICTED SUBSIDIARY IN
EACH RESTRICTED SUBSIDIARY PRIOR AND SUPERIOR IN RIGHT TO ANY OTHER PERSON.
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, AT THE REQUEST OF THE ADMINISTRATIVE
AGENT, 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:
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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