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 FIRST AND PRIOR
LIENS, 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
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 REQUIRED 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