ITS SUBSIDIARIES TO
CONDUCT, THEIR RESPECTIVE OPERATIONS AND BUSINESSES IN A MANNER THAT WILL NOT
EXPOSE ANY PROPERTY OR PERSON TO HAZARDOUS MATERIALS THAT COULD REASONABLY BE
EXPECTED TO FORM THE BASIS FOR A CLAIM FOR DAMAGES OR COMPENSATION; AND
(VI) ESTABLISH AND IMPLEMENT, AND SHALL CAUSE EACH SUBSIDIARY TO ESTABLISH AND
IMPLEMENT, SUCH PROCEDURES AS MAY BE NECESSARY TO CONTINUOUSLY DETERMINE AND
ASSURE THAT THE BORROWER'S AND ITS SUBSIDIARIES' OBLIGATIONS UNDER THIS
SECTION 8.10(A) ARE TIMELY AND FULLY
70
SATISFIED, WHICH FAILURE TO ESTABLISH AND IMPLEMENT COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
THE BORROWER WILL PROMPTLY, BUT IN NO EVENT LATER THAN TEN
BUSINESS DAYS OF THE OCCURRENCE OF A TRIGGERING EVENT, NOTIFY THE ADMINISTRATIVE
AGENT AND THE LENDERS IN WRITING OF ANY THREATENED ACTION, INVESTIGATION OR
INQUIRY BY ANY GOVERNMENTAL AUTHORITY OR ANY THREATENED DEMAND OR LAWSUIT BY ANY
PERSON AGAINST THE BORROWER OR ITS SUBSIDIARIES OR THEIR PROPERTIES OF WHICH THE
BORROWER HAS KNOWLEDGE IN CONNECTION WITH ANY ENVIRONMENTAL LAWS IF THE BORROWER
COULD REASONABLY ANTICIPATE THAT SUCH ACTION WILL RESULT IN LIABILITY (WHETHER
INDIVIDUALLY OR IN THE AGGREGATE) THAT WOULD HAVE A MATERIAL ADVERSE EFFECT.
(C)
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, PROVIDE
ENVIRONMENTAL ASSESSMENTS, AUDITS AND TESTS IN ACCORDANCE WITH THE MOST CURRENT
VERSION OF THE AMERICAN SOCIETY OF TESTING MATERIALS STANDARDS UPON REQUEST BY
THE ADMINISTRATIVE AGENT AND THE LENDERS AND NO MORE THAN ONCE PER YEAR IN THE
ABSENCE OF ANY EVENT OF DEFAULT (OR AS OTHERWISE REQUIRED TO BE OBTAINED BY THE
ADMINISTRATIVE AGENT OR THE LENDERS BY ANY GOVERNMENTAL AUTHORITY), IN
CONNECTION WITH ANY FUTURE ACQUISITIONS OF OIL AND GAS PROPERTIES OR OTHER
PROPERTIES.
SECTION 8.11
FURTHER ASSURANCES.
THE BORROWER AT ITS SOLE EXPENSE
WILL, AND WILL CAUSE EACH SUBSIDIARY TO, PROMPTLY EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT ALL SUCH OTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO COMPLY WITH, CURE ANY
DEFECTS OR ACCOMPLISH THE CONDITIONS PRECEDENT, COVENANTS AND AGREEMENTS OF THE
BORROWER OR ANY SUBSIDIARY, AS THE CASE MAY BE, IN THE LOAN DOCUMENTS, INCLUDING
THE NOTES, OR TO FURTHER EVIDENCE AND MORE FULLY DESCRIBE THE COLLATERAL
INTENDED AS SECURITY FOR THE INDEBTEDNESS, OR TO CORRECT ANY OMISSIONS IN THIS
AGREEMENT OR THE SECURITY INSTRUMENTS, OR TO STATE MORE FULLY THE OBLIGATIONS
SECURED THEREIN, OR TO PERFECT, PROTECT OR PRESERVE ANY LIENS CREATED PURSUANT
TO THIS AGREEMENT OR ANY OF THE SECURITY INSTRUMENTS OR THE PRIORITY THEREOF, OR
TO MAKE ANY RECORDINGS, FILE ANY NOTICES OR OBTAIN ANY CONSENTS, ALL AS MAY BE
REASONABLY NECESSARY OR APPROPRIATE, IN THE SOLE DISCRETION OF THE
ADMINISTRATIVE AGENT, IN CONNECTION THEREWITH.
SECTION 8.12
RESERVE REPORTS.
(A)
ON OR BEFORE MARCH 1ST AND SEPTEMBER 1ST OF EACH YEAR, COMMENCING
SEPTEMBER 1, 2009, THE BORROWER SHALL FURNISH TO THE ADMINISTRATIVE AGENT AND
THE LENDERS A RESERVE REPORT EVALUATING THE OIL AND GAS RESERVES ATTRIBUTABLE TO
THE OIL AND GAS PROPERTIES OF THE BORROWER AND ITS DOMESTIC SUBSIDIARIES AS OF
THE