OBLIGATIONS, INCLUDING
TAX LIABILITIES OF THE BORROWER AND ALL OF ITS SUBSIDIARIES BEFORE THE SAME
SHALL BECOME DELINQUENT OR IN DEFAULT, EXCEPT WHERE (A) THE VALIDITY OR AMOUNT
THEREOF IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, (B) THE
BORROWER OR SUCH SUBSIDIARY HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH
RESPECT THERETO IN ACCORDANCE WITH GAAP AND (C) THE FAILURE TO MAKE PAYMENT
PENDING SUCH CONTEST COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT OR RESULT IN THE SEIZURE OR LEVY OF ANY PROPERTY OF THE BORROWER
OR ANY SUBSIDIARY.
SECTION 8.05
PERFORMANCE OF OBLIGATIONS UNDER
LOAN DOCUMENTS.
THE BORROWER WILL PAY THE NOTES ACCORDING TO THE READING, TENOR
AND EFFECT THEREOF, AND THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, DO
AND PERFORM EVERY ACT AND DISCHARGE ALL OF THE OBLIGATIONS TO BE PERFORMED AND
DISCHARGED BY THEM UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THIS
AGREEMENT, AT THE TIME OR TIMES AND IN THE MANNER SPECIFIED.
SECTION 8.06
OPERATION AND MAINTENANCE OF
PROPERTIES.
THE BORROWER, AT ITS OWN EXPENSE, WILL, AND WILL CAUSE EACH
SUBSIDIARY TO:
(A)
OPERATE ITS OIL AND GAS PROPERTIES AND
OTHER MATERIAL PROPERTIES OR CAUSE SUCH OIL AND GAS PROPERTIES AND OTHER
MATERIAL PROPERTIES TO BE OPERATED IN A CAREFUL AND EFFICIENT MANNER IN
ACCORDANCE WITH THE PRACTICES OF THE INDUSTRY AND IN COMPLIANCE WITH ALL
APPLICABLE CONTRACTS AND AGREEMENTS AND IN COMPLIANCE WITH ALL GOVERNMENTAL
REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, APPLICABLE PRO RATION REQUIREMENTS
AND ENVIRONMENTAL LAWS, AND ALL APPLICABLE LAWS, RULES AND REGULATIONS OF EVERY
OTHER GOVERNMENTAL AUTHORITY FROM TIME TO TIME CONSTITUTED TO REGULATE THE
DEVELOPMENT AND OPERATION OF ITS OIL AND GAS PROPERTIES AND THE PRODUCTION AND
SALE OF HYDROCARBONS AND OTHER MINERALS THEREFROM, EXCEPT, IN EACH CASE, WHERE
THE FAILURE TO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(B)
KEEP AND MAINTAIN ALL PROPERTY MATERIAL TO
THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR
AND TEAR EXCEPTED PRESERVE, MAINTAIN AND KEEP IN GOOD REPAIR, WORKING ORDER AND
EFFICIENCY (ORDINARY WEAR AND TEAR EXCEPTED) ALL OF ITS MATERIAL OIL AND GAS
PROPERTIES AND OTHER MATERIAL PROPERTIES, INCLUDING, WITHOUT LIMITATION, ALL
EQUIPMENT, MACHINERY AND FACILITIES.
(C)
PROMPTLY PAY AND DISCHARGE, OR MAKE
REASONABLE AND CUSTOMARY EFFORTS TO CAUSE TO BE PAID AND DISCHARGED, ALL DELAY
RENTALS, ROYALTIES, EXPENSES AND INDEBTEDNESS ACCRUING UNDER THE LEASES OR OTHER
AGREEMENTS AFFECTING OR PERTAINING TO ITS OIL AND GAS PROPERTIES AND WILL TAKE
SUCH REASONABLE FURTHER ACTIONS NECESSARY TO KEEP UNIMPAIRED THEIR RIGHTS WITH
RESPECT THERETO AND PREVENT ANY FORFEITURE THEREOF OR DEFAULT THEREUNDER.
(D)
PROMPTLY PERFORM OR MAKE REASONABLE AND
CUSTOMARY EFFORTS TO CAUSE TO BE PERFORMED, IN ACCORDANCE WITH INDUSTRY
STANDARDS, THE OBLIGATIONS REQUIRED BY EACH AND ALL OF THE ASSIGNMENTS, DEEDS,
LEASES, SUB-LEASES, CONTRACTS AND AGREEMENTS AFFECTING ITS INTERESTS IN ITS OIL
AND GAS PROPERTIES AND OTHER MATERIAL PROPERTIES.
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(E)
OPERATE ITS OIL AND GAS PROPERTIES AND
OTHER MATERIAL PROPERTIES OR CAUSE OR