ANY CONTRACT WITH RESPECT TO THE FOREGOING;
(E)
(1) ENTER INTO, ADOPT, OR (EXCEPT AS MAY BE REQUIRED BY LAW)
AMEND, MODIFY OR TERMINATE ANY PLAN (WITHIN THE MEANING OF SECTION 3.8) OR
BENEFIT PROGRAM OR AGREEMENT (WITHIN THE MEANING OF SECTION 3.8) FOR THE BENEFIT
OR WELFARE OF ANY CURRENT OR FORMER DIRECTOR, OFFICER, OR EMPLOYEE; (2) INCREASE
IN ANY MANNER THE COMPENSATION OR FRINGE BENEFITS OF ANY CURRENT OR FORMER
DIRECTOR, OFFICER, OR EMPLOYEE OR CONSULTANT; OR (3) PAY TO ANY CURRENT OR
FORMER DIRECTOR, OFFICER, OR EMPLOYEE OR CONSULTANT ANY BENEFIT NOT REQUIRED BY
ANY PLAN (WITHIN THE
34
MEANING OF SECTION 3.8) OR BENEFIT PROGRAM OR AGREEMENT (WITHIN THE MEANING OF
SECTION 3.8) AS IN EFFECT ON THE DATE HEREOF;
(F)
EXCEPT AS SET FORTH ON COMPANY SCHEDULE 6.2, SELL, ASSIGN, LEASE,
SUBLEASE, TRANSFER, FARM OUT OR OTHERWISE DISPOSE OF, DIRECTLY OR INDIRECTLY, OR
MORTGAGE, PLEDGE OR GRANT ANY RIGHT TO ANY PERSON TO ACQUIRE ANY INTEREST IN OR
OTHERWISE ENCUMBER ANY PROPERTY, MIDSTREAM ASSET OR ANY OTHER ASSET, OTHER THAN
(1) SALES OF HYDROCARBONS IN THE ORDINARY COURSE OF BUSINESS, OR (2) SALES OF
INVENTORY AND EXCESS OR OBSOLETE ASSETS IN THE ORDINARY COURSE OF BUSINESS OR
PERSONAL PROPERTY IN THE ORDINARY COURSE OF BUSINESS THAT IS EITHER REPLACED BY
EQUIVALENT PROPERTY OR NORMALLY CONSUMED IN THE OPERATION OF THE COMPANY'S OR
SUBSIDIARY'S BUSINESS;
(G)
ACQUIRE (BY MERGER, CONSOLIDATION, OR ACQUISITION OF STOCK OR
ASSETS OR OTHERWISE) ANY CORPORATION, PARTNERSHIP, OR OTHER BUSINESS
ORGANIZATION OR DIVISION THEREOF;
(H)
EXCEPT FOR THE PAYMENT, SETTLEMENT, CANCELLATION OR SATISFACTION OF
THE INTRACOMPANY OBLIGATIONS, AS SET FORTH ON COMPANY SCHEDULE 6.2(H), PAY,
DISCHARGE, OR SATISFY ANY CLAIMS, LIABILITIES, OR OBLIGATIONS (WHETHER ACCRUED,
ABSOLUTE, CONTINGENT, UNLIQUIDATED, OR OTHERWISE, AND WHETHER ASSERTED OR
UNASSERTED), OTHER THAN THE PAYMENT, DISCHARGE, OR SATISFACTION OF OBLIGATIONS
AND LIABILITIES IN THE ORDINARY COURSE OF BUSINESS, OR IN ACCORDANCE WITH THEIR
TERMS, OF LIABILITIES REFLECTED OR RESERVED AGAINST IN THE BALANCE SHEET OR THAT
OTHERWISE HAVE ARISEN OR ARISE IN THE ORDINARY COURSE OF BUSINESS;
(I)
EXCEPT AS SET FORTH ON COMPANY SCHEDULE 6.2(I) ENTER INTO ANY
CONTRACT OR SERIES OF RELATED CONTRACTS, (1) OUTSIDE THE ORDINARY COURSE OF
BUSINESS, OR (2) FOR THE SALE, EXCHANGE, GATHERING, PROCESSING AND
TRANSPORTATION OF HYDROCARBONS HAVING A TERM OF MORE THAN 60 DAYS;
(J)
ENTER INTO, AMEND, MODIFY, OR CHANGE IN ANY MATERIAL RESPECT ANY
COMPANY CONTRACT OR OIL AND GAS CONTRACT, OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS OR CONSISTENT WITH THE PROJECT PLAN OR ANY AMENDMENTS THERETO PURSUANT
TO SECTION 7.18;
(K)
CHANGE ANY OF THE ACCOUNTING PRINCIPLES OR PRACTICES USED BY IT,
EXCEPT FOR ANY CHANGE REQUIRED BY REASON OF A CONCURRENT CHANGE IN GAAP AND
NOTICE OF WHICH IS GIVEN IN WRITING BY THE COMPANY TO BUYER;
(L)
EXCEPT IN THE ORDINARY COURSE OF BUSINESS, OR IF NECESSARY TO
PERPETUATE ANY LEASE, AGREE OR CONSENT TO THE ESTABLISHMENT OF ANY POOLED OR
FIELD-WIDE UNIT OR THE CHANGE IN ANY EXISTING POOLED OR FIELD-WIDE