PROPERTY MATERIAL TO THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, AND (B) MAINTAIN, WITH FINANCIALLY
SOUND AND REPUTABLE INSURANCE COMPANIES, INSURANCE IN SUCH AMOUNTS AND AGAINST
SUCH RISKS AS ARE CUSTOMARILY MAINTAINED BY COMPANIES ENGAGED IN THE SAME OR
SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR LOCATIONS.
ON OR PRIOR TO
THE EFFECTIVE DATE AND THEREAFTER, UPON REQUEST OF THE ADMINISTRATIVE AGENT, THE
BORROWER WILL FURNISH OR CAUSE TO BE FURNISHED TO THE ADMINISTRATIVE AGENT FROM
TIME TO TIME A SUMMARY OF THE RESPECTIVE INSURANCE COVERAGE OF THE BORROWER AND
ITS RESTRICTED SUBSIDIARIES IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, AND, IF REQUESTED, WILL FURNISH THE ADMINISTRATIVE AGENT
COPIES OF THE APPLICABLE POLICIES.
UPON DEMAND BY ADMINISTRATIVE AGENT, THE
BORROWER WILL CAUSE ANY INSURANCE POLICIES COVERING ANY SUCH PROPERTY TO BE
ENDORSED (A) TO PROVIDE THAT SUCH POLICIES MAY NOT BE CANCELLED, REDUCED OR
AFFECTED IN ANY MANNER FOR ANY
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REASON WITHOUT FIFTEEN (15) DAYS PRIOR NOTICE TO ADMINISTRATIVE AGENT, AND (B)
TO PROVIDE FOR SUCH OTHER MATTERS AS THE LENDERS MAY REASONABLY REQUIRE.
SECTION 6.06.
BOOKS AND RECORDS; INSPECTION RIGHTS.
THE BORROWER WILL, AND
WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, KEEP PROPER BOOKS OF RECORD AND
ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES ARE MADE OF ALL DEALINGS AND
TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES.
THE BORROWER WILL, AND
WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, PERMIT ANY REPRESENTATIVES DESIGNATED
BY THE ADMINISTRATIVE AGENT OR ANY LENDER, UPON REASONABLE PRIOR NOTICE, TO
VISIT AND INSPECT ITS PROPERTIES, TO EXAMINE AND MAKE EXTRACTS FROM ITS BOOKS
AND RECORDS, AND TO DISCUSS ITS AFFAIRS, FINANCES AND CONDITION WITH ITS
OFFICERS AND, PROVIDED AN OFFICER OF THE BORROWER HAS THE REASONABLE OPPORTUNITY
TO PARTICIPATE, ITS INDEPENDENT ACCOUNTANTS, ALL AT SUCH REASONABLE TIMES AND AS
OFTEN AS REASONABLY REQUESTED.
SECTION 6.07.
COMPLIANCE WITH LAWS.
THE BORROWER WILL, AND WILL CAUSE EACH
RESTRICTED SUBSIDIARY TO, COMPLY WITH ALL LAWS, RULES, REGULATIONS AND ORDERS OF
ANY GOVERNMENTAL AUTHORITY APPLICABLE TO IT OR ITS PROPERTY, EXCEPT WHERE THE
FAILURE TO DO SO, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 6.08.
USE OF PROCEEDS AND LETTERS OF CREDIT.
THE PROCEEDS OF THE LOANS
WILL BE USED ONLY TO (A) FINANCE THE SOUTHERN GAS ACQUISITION, (B) REPAY AMOUNTS
OUTSTANDING UNDER THE ORIGINAL CREDIT AGREEMENT, (C) PAY THE FEES, EXPENSES AND
TRANSACTION COSTS OF THE TRANSACTIONS, (D) SATISFY REIMBURSEMENT OBLIGATIONS
WITH RESPECT TO LETTERS OF CREDIT, (E) MAKE RESTRICTED PAYMENTS PERMITTED UNDER
SECTION 7.06, AND (F) FINANCE THE WORKING CAPITAL NEEDS OF THE BORROWER,
INCLUDING CAPITAL EXPENDITURES, AND FOR GENERAL CORPORATE PURPOSES OF THE
BORROWER AND THE GUARANTORS, IN THE ORDINARY COURSE OF BUSINESS, INCLUDING THE
EXPLORATION, ACQUISITION AND DEVELOPMENT OF OIL AND GAS INTERESTS.
NO PART OF
THE PROCEEDS OF ANY LOAN WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, TO
PURCHASE OR CARRY ANY MARGIN STOCK (AS DEFINED IN REGULATION