ARE IN GOOD WORKING CONDITION AND ARE MAINTAINED IN ACCORDANCE WITH
PRUDENT BUSINESS STANDARDS.
(E)
THE BORROWER AND EACH SUBSIDIARY OWNS, OR
IS LICENSED TO USE, ALL TRADEMARKS, TRADENAMES, COPYRIGHTS, PATENTS AND OTHER
INTELLECTUAL PROPERTY MATERIAL TO ITS BUSINESS, AND THE USE THEREOF BY THE
BORROWER AND SUCH SUBSIDIARY DOES NOT INFRINGE UPON THE RIGHTS OF ANY OTHER
PERSON, EXCEPT FOR ANY SUCH INFRINGEMENTS THAT, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
THE BORROWER AND ITS SUBSIDIARIES EITHER OWN OR HAVE VALID LICENSES OR
OTHER RIGHTS TO USE ALL
52
DATABASES, GEOLOGICAL DATA, GEOPHYSICAL DATA, ENGINEERING DATA, SEISMIC DATA,
MAPS, INTERPRETATIONS AND OTHER TECHNICAL INFORMATION USED IN THEIR BUSINESSES
AS PRESENTLY CONDUCTED, SUBJECT TO THE LIMITATIONS CONTAINED IN THE AGREEMENTS
GOVERNING THE USE OF THE SAME, WHICH LIMITATIONS ARE CUSTOMARY FOR COMPANIES
ENGAGED IN THE BUSINESS OF THE EXPLORATION AND PRODUCTION OF HYDROCARBONS, WITH
SUCH EXCEPTIONS AS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
SECTION 7.17
MAINTENANCE OF PROPERTIES.
EXCEPT
FOR SUCH ACTS OR FAILURES TO ACT AS COULD NOT BE REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, THE OIL AND GAS PROPERTIES (AND PROPERTIES UNITIZED
THEREWITH) OF THE BORROWER AND ITS SUBSIDIARIES HAVE BEEN MAINTAINED, OPERATED
AND DEVELOPED IN A GOOD AND WORKMANLIKE MANNER AND IN CONFORMITY WITH ALL
GOVERNMENTAL REQUIREMENTS AND IN CONFORMITY WITH THE PROVISIONS OF ALL LEASES,
SUBLEASES OR OTHER CONTRACTS COMPRISING A PART OF THE HYDROCARBON INTERESTS AND
OTHER CONTRACTS AND AGREEMENTS FORMING A PART OF THE OIL AND GAS PROPERTIES OF
THE BORROWER AND ITS SUBSIDIARIES.
SPECIFICALLY IN CONNECTION WITH THE
FOREGOING, EXCEPT FOR THOSE AS COULD NOT BE REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, (I) NO OIL AND GAS PROPERTY OF THE BORROWER OR ANY
SUBSIDIARY IS SUBJECT TO HAVING ALLOWABLE PRODUCTION REDUCED BELOW THE FULL AND
REGULAR ALLOWABLE (INCLUDING THE MAXIMUM PERMISSIBLE TOLERANCE) BECAUSE OF ANY
OVERPRODUCTION (WHETHER OR NOT THE SAME WAS PERMISSIBLE AT THE TIME) AND
(II) NONE OF THE WELLS COMPRISING A PART OF THE OIL AND GAS PROPERTIES (OR
PROPERTIES UNITIZED THEREWITH) OF THE BORROWER OR ANY SUBSIDIARY IS DEVIATED
FROM THE VERTICAL MORE THAN THE MAXIMUM PERMITTED BY GOVERNMENTAL REQUIREMENTS,
AND SUCH WELLS ARE, IN FACT, BOTTOMED UNDER AND ARE PRODUCING FROM, AND THE WELL
BORES ARE WHOLLY WITHIN, THE OIL AND GAS PROPERTIES (OR IN THE CASE OF WELLS
LOCATED ON PROPERTIES UNITIZED THEREWITH, SUCH UNITIZED PROPERTIES) OF THE
BORROWER OR SUCH SUBSIDIARY.
ALL PIPELINES, WELLS, GAS PROCESSING PLANTS,
PLATFORMS AND OTHER MATERIAL IMPROVEMENTS, FIXTURES AND EQUIPMENT OWNED IN WHOLE
OR IN PART BY THE BORROWER OR ANY OF ITS SUBSIDIARIES THAT ARE NECESSARY TO
CONDUCT NORMAL OPERATIONS ARE BEING MAINTAINED IN A STATE ADEQUATE TO CONDUCT
NORMAL OPERATIONS, AND WITH RESPECT TO SUCH OF THE FOREGOING WHICH ARE OPERATED
BY THE BORROWER OR ANY OF ITS SUBSIDIARIES OR OTHER THIRD PARTY OPERATORS, IN A
MANNER CONSISTENT WITH THE BORROWER'S OR ITS SUBSIDIARIES' PAST PRACTICES, OR,
IF OPERATED