ERISA), OR COMPLIANCE WITH THE
TERMS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AS THE ADMINISTRATIVE AGENT
OR ANY LENDER MAY REASONABLY REQUEST.
SECTION 8.02
NOTICES OF MATERIAL EVENTS.
THE BORROWER WILL FURNISH TO
THE ADMINISTRATIVE AGENT AND EACH LENDER PROMPT WRITTEN NOTICE OF THE FOLLOWING:
(A)
THE OCCURRENCE OF ANY DEFAULT;
(B)
THE FILING OR COMMENCEMENT OF, OR THE THREAT IN WRITING OF, ANY
ACTION, SUIT, PROCEEDING, INVESTIGATION OR ARBITRATION BY OR BEFORE ANY
ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST OR AFFECTING THE BORROWER OR ANY
AFFILIATE THEREOF NOT PREVIOUSLY DISCLOSED IN WRITING TO THE LENDERS OR ANY
MATERIAL ADVERSE DEVELOPMENT IN ANY ACTION, SUIT, PROCEEDING, INVESTIGATION OR
ARBITRATION (WHETHER OR NOT PREVIOUSLY DISCLOSED TO THE LENDERS) THAT, IN EITHER
CASE, IF ADVERSELY DETERMINED, COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT; AND
(C)
ANY OTHER DEVELOPMENT THAT RESULTS IN, OR COULD REASONABLY BE
EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT.
Each notice delivered under this Section 8.02 shall be accompanied by a
statement of a Responsible Officer setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken
with respect thereto.
SECTION 8.03
EXISTENCE; CONDUCT OF BUSINESS.
THE BORROWER WILL, AND
WILL CAUSE EACH MATERIAL SUBSIDIARY TO, DO OR CAUSE TO BE DONE ALL THINGS
NECESSARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS LEGAL
EXISTENCE AND THE RIGHTS, LICENSES, PERMITS, PRIVILEGES AND FRANCHISES MATERIAL
TO THE CONDUCT OF ITS BUSINESS AND MAINTAIN, IF NECESSARY, ITS QUALIFICATION TO
DO BUSINESS IN EACH OTHER JURISDICTION IN WHICH ITS OIL AND GAS PROPERTIES IS
LOCATED OR THE OWNERSHIP OF ITS PROPERTIES REQUIRES SUCH QUALIFICATION, EXCEPT
WHERE THE FAILURE TO SO QUALIFY COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT; PROVIDED THAT THE FOREGOING SHALL NOT PROHIBIT ANY
MERGER, CONSOLIDATION, LIQUIDATION OR DISSOLUTION PERMITTED UNDER SECTION 9.11.
SECTION 8.04
PAYMENT OF OBLIGATIONS.
THE BORROWER WILL, AND WILL
CAUSE EACH SUBSIDIARY TO, PAY ITS 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
68
PERFORMED AND DISCHARGED BY THEM UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, THIS AGREEMENT, AT THE TIME OR TIMES AND IN THE MANNER SPECIFIED.