consent of Purchaser, to:
(A)
VOLUNTARILY ASSUME ANY OBLIGATION OR COMMITMENT WITH RESPECT TO
THE ASSETS, WHERE THE CORPORATION'S OR THE APPLICABLE SUBSIDIARY'S SHARE OF THE
EXPENDITURE ASSOCIATED WITH THAT OBLIGATION OR COMMITMENT IS ESTIMATED BY VENDOR
OR THE CORPORATION, ACTING REASONABLY, TO EXCEED $5,000,000;
(B)
SURRENDER, ABANDON OR ALLOW TO EXPIRE ANY OF THE ASSETS EXCEPT:
(I)
ASSETS WHICH HAVE BECOME WORN OUT OR OBSOLETE;
(II)
WHERE THE RIGHTS OF THE CORPORATION OR THE SUBSIDIARIES TO THOSE
ASSETS HAVE EXPIRED OR TERMINATED; OR
(III)
OTHERWISE IN THE ORDINARY COURSE OF THE BUSINESS;
(C)
PROPOSE OR INITIATE THE EXERCISE OF ANY RIGHT (INCLUDING BIDDING
RIGHTS AT CROWN SALES, RIGHTS UNDER AREAS OF MUTUAL INTEREST PROVISIONS AND
RIGHTS OF FIRST REFUSAL) OR OPTION RELATIVE TO, OR ARISING AS A RESULT OF THE
OWNERSHIP OF, ANY OF THE ASSETS, OR PROPOSE OR INITIATE ANY OPERATIONS ON THE
ASSETS WHICH HAVE NOT COMMENCED OR HAVE NOT BEEN COMMITTED TO BY THE CORPORATION
OR ANY SUBSIDIARY AS OF THE DATE HEREOF IN EXCESS OF
47
$5,000,000 OR THAT WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE VALUE OF ANY OF
THE ASSETS; OR
(D)
RESIGN, OR TAKE ANY ACTION WHICH WOULD RESULT IN ITS RESIGNATION
OR REPLACEMENT, AS OPERATOR OF ANY OF THE ASSETS.
If Vendor, the Corporation or any Subsidiary makes expenditures or takes actions
necessary to prevent loss of life or injury to individuals, damage to or loss of
property, Vendor shall, or shall cause the Corporation or the applicable
Subsidiary to, give notice to Purchaser of those expenditures or actions and
Vendor's, the Corporation's or the applicable Subsidiary's estimate of the
amounts expended or to be expended in connection therewith as soon as reasonably
possible in the circumstances.
9.4
INTERCORPORATE OBLIGATIONS
On or before the Closing Date and notwithstanding anything to the contrary
provided herein:
(A)
VENDOR SHALL CAUSE ANY INDEBTEDNESS OF THE CORPORATION AND THE
SUBSIDIARIES TO UNOCAL CANADA LIMITED OR VENDOR'S AFFILIATES TO BE PAID OR
OTHERWISE SATISFIED, INCLUDING BY SET-OFF;
(B)
VENDOR SHALL, AND SHALL CAUSE ITS AFFILIATES TO, PAY OR OTHERWISE
SATISFY ANY AMOUNTS OWED BY THEM TO THE CORPORATION AND THE SUBSIDIARIES AND TO
FACILITATE THAT PAYMENT SHALL CAUSE AN AMOUNT IN VALUE OF THE PREFERRED SHARES
HELD BY UNOCAL CANADA LIMITED EQUAL TO THE AMOUNT OF THE NOTE RECEIVABLE
OUTSTANDING ON THE DATE HEREOF AND OWED BY UNOCAL CANADA LIMITED TO THE
CORPORATION TO BE REDEEMED BY THE CORPORATION IN EXCHANGE FOR THE DISTRIBUTION
TO UNOCAL CANADA LIMITED OF CASH OF THAT AMOUNT;
(C)
VENDOR SHALL USE REASONABLE COMMERCIAL EFFORTS TO CAUSE ANY
GUARANTEES, CREDIT SUPPORT OR OTHER FINANCIAL ASSURANCES PROVIDED BY VENDOR OR
ITS AFFILIATES TO COUNTERPARTIES WHO HAVE CONTRACTS WITH THE CORPORATION OR ANY
SUBSIDIARY TO BE RELEASED IN A MANNER THAT DOES NOT HAVE A MATERIAL ADVERSE
EFFECT SUBJECT TO PURCHASER COMPLYING WITH ITS OBLIGATIONS IN THIS SECTION 9.4;
AND
(D)
VENDOR SHALL CAUSE THE SYNDICATED CREDIT AGREEMENT TO BE AMENDED
TO REMOVE THE CORPORATION AS A BORROWER THEREUNDER AND THE