WHICH
AMOUNTS SHALL BE DEEMED COMPENSATORY IN NATURE AND LIQUIDATED AS TO AMOUNT UPON
NOTICE TO THE BORROWERS BY THE LENDER AND WHICH AMOUNTS SHALL INCLUDE, BUT NOT
BE LIMITED TO (A) ALL COURT COSTS, (B) REASONABLE ATTORNEYS' FEES,
(C) REASONABLE FEES AND EXPENSES OF AUDITORS AND ACCOUNTANTS INCURRED TO PROTECT
THE INTERESTS OF THE LENDER, (D) FEES AND EXPENSES INCURRED IN CONNECTION WITH
THE PARTICIPATION BY THE LENDER AS A MEMBER OF THE CREDITORS' COMMITTEE IN A
CASE COMMENCED UNDER ANY INSOLVENCY PROCEEDING, (E) FEES AND EXPENSES INCURRED
IN CONNECTION WITH LIFTING THE AUTOMATIC STAY PRESCRIBED IN §362 TITLE 11 OF THE
UNITED STATES CODE, AND (F) FEES AND EXPENSES INCURRED IN CONNECTION WITH ANY
ACTION PURSUANT TO §1129 TITLE 11 OF THE UNITED STATES CODE ALL REASONABLY
INCURRED BY THE LENDER IN CONNECTION WITH THE COLLECTION OF ANY SUMS DUE UNDER
THE LOAN DOCUMENTS, TOGETHER WITH INTEREST AT THE PER ANNUM INTEREST RATE EQUAL
TO THE FLOATING RATE, CALCULATED ON A BASIS OF A CALENDAR YEAR OF 365 OR 366
DAYS, AS THE CASE MAY BE, COUNTING THE ACTUAL NUMBER OF DAYS ELAPSED, ON EACH
SUCH AMOUNT FROM THE DATE OF NOTIFICATION THAT THE SAME WAS EXPENDED, ADVANCED,
OR INCURRED BY THE LENDER UNTIL THE DATE IT IS REPAID TO THE LENDER, WITH THE
OBLIGATIONS UNDER THIS SECTION SURVIVING THE NON-ASSUMPTION OF THIS AGREEMENT IN
A CASE COMMENCED UNDER ANY INSOLVENCY PROCEEDING AND BEING BINDING UPON EITHER
BORROWER AND/OR A TRUSTEE, RECEIVER, CUSTODIAN, OR LIQUIDATOR OF EITHER BORROWER
APPOINTED IN ANY SUCH CASE.
5.17
OPERATION OF OIL AND GAS PROPERTIES.
DEVELOP,
MAINTAIN, AND OPERATE THEIR OIL AND GAS PROPERTIES IN A PRUDENT AND WORKMANLIKE
MANNER IN ACCORDANCE WITH INDUSTRY STANDARDS AND EVERY REQUIREMENT OF LAW.
33
5.18
MAINTENANCE AND INSPECTION OF PROPERTIES.
MAINTAIN ALL OF ITS TANGIBLE PROPERTIES IN GOOD REPAIR AND CONDITION, ORDINARY
WEAR AND TEAR EXCEPTED; MAKE ALL NECESSARY REPLACEMENTS THEREOF AND OPERATE SUCH
PROPERTIES IN A GOOD AND WORKMANLIKE MANNER; AND PERMIT ANY AUTHORIZED
REPRESENTATIVE OF THE LENDER TO VISIT AND INSPECT, AT THE EXPENSE OF THE
BORROWERS, ANY TANGIBLE PROPERTY OF THE BORROWERS.
5.19
MAINTENANCE OF INSURANCE.
MAINTAIN INSURANCE
WITH RESPECT TO THE COLLATERAL AND THEIR BUSINESSES AGAINST SUCH LIABILITIES,
CASUALTIES, RISKS, AND CONTINGENCIES AS IS CUSTOMARY IN THE EXPLORATION AND
PRODUCTION INDUSTRY AND SUFFICIENT TO PREVENT A MATERIAL ADVERSE EFFECT, AND ALL
SUCH INSURANCE SHALL BE IN AMOUNTS AND FROM INSURERS ACCEPTABLE TO THE LENDER IN
ITS SOLE DISCRETION, AND, UPON ANY RENEWAL OF ANY SUCH INSURANCE AND AT OTHER
TIMES UPON REQUEST BY THE LENDER (INCLUDING ON CLOSING DATE), FURNISH TO THE
LENDER EVIDENCE, SATISFACTORY TO THE LENDER OF THE MAINTENANCE OF SUCH
INSURANCE.
THE LENDER SHALL BE NAMED AS A LOSS PAYEE AND ADDITIONAL INSURED
UNDER ALL INSURANCE REQUIRED HEREUNDER.
5.20
INDEMNIFICATION.
DEFEND, INDEMNIFY AND HOLD THE
LENDER AND ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS,
ATTORNEYS-IN-FACT, AND AFFILIATES AND EACH TRUSTEE FOR THE BENEFIT OF THE LENDER
(COLLECTIVELY THE "LENDER PARTIES") UNDER ANY LOAN DOCUMENT HARMLESS FROM AND
AGAINST