MAKE REASONABLE AND CUSTOMARY EFFORTS TO
CAUSE SUCH OIL AND GAS PROPERTIES AND OTHER MATERIAL PROPERTIES TO BE OPERATED
IN ACCORDANCE WITH THE PRACTICES OF THE INDUSTRY AND IN MATERIAL COMPLIANCE WITH
ALL APPLICABLE CONTRACTS AND AGREEMENTS AND IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL GOVERNMENTAL REQUIREMENTS.
(F)
TO THE EXTENT THE BORROWER IS NOT THE
OPERATOR OF ANY PROPERTY, THE BORROWER SHALL USE REASONABLE EFFORTS TO CAUSE THE
OPERATOR TO COMPLY WITH THIS SECTION 8.06.
SECTION 8.07
INSURANCE.
THE BORROWER WILL, AND
WILL CAUSE EACH SUBSIDIARY TO, MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE
INSURANCE COMPANIES, INSURANCE IN SUCH AMOUNTS AND AGAINST SUCH RISKS AS ARE
CUSTOMARILY MAINTAINED BY COMPANIES ENGAGED IN THE SAME OR SIMILAR BUSINESSES
OPERATING IN THE SAME OR SIMILAR LOCATIONS.
THE LOSS PAYABLE CLAUSES OR
PROVISIONS IN SAID INSURANCE POLICY OR POLICIES INSURING ANY OF THE COLLATERAL
FOR THE LOANS SHALL BE ENDORSED IN FAVOR OF AND MADE PAYABLE TO THE
ADMINISTRATIVE AGENT AS ITS INTERESTS MAY APPEAR AND SUCH POLICIES SHALL NAME
THE ADMINISTRATIVE AGENT AND THE LENDERS AS "ADDITIONAL INSUREDS" AND PROVIDE
THAT THE INSURER WILL ENDEAVOR TO GIVE AT LEAST 30 DAYS PRIOR NOTICE OF ANY
CANCELLATION TO THE ADMINISTRATIVE AGENT.
SECTION 8.08
BOOKS AND RECORDS; INSPECTION
RIGHTS.
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, KEEP PROPER BOOKS
OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES ARE MADE OF ALL
DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES.
THE
BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, PERMIT ANY REPRESENTATIVES
DESIGNATED BY THE ADMINISTRATIVE AGENT, UPON REASONABLE PRIOR NOTICE, TO VISIT
AND INSPECT ITS PROPERTIES, TO EXAMINE AND MAKE EXTRACTS FROM ITS BOOKS AND
RECORDS, AND TO DISCUSS ITS AFFAIRS, FINANCES AND CONDITION WITH ITS OFFICERS
AND INDEPENDENT ACCOUNTANTS, ALL AT SUCH REASONABLE TIMES AND AS OFTEN AS
REASONABLY REQUESTED; PROVIDED, THAT SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, THE BORROWER SHALL ONLY BE RESPONSIBLE TO REIMBURSE THE FEES
AND EXPENSES OF THE ADMINISTRATIVE AGENT FOR TWO VISITS PER CALENDAR YEAR,
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT.
SECTION 8.09
COMPLIANCE WITH LAWS.
THE BORROWER
WILL, AND WILL CAUSE EACH SUBSIDIARY TO, COMPLY WITH ALL LAWS, RULES,
REGULATIONS AND ORDERS OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO IT OR ITS
PROPERTY, EXCEPT WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR IN THE AGGREGATE,
COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 8.10
ENVIRONMENTAL MATTERS.
(A)
THE BORROWER SHALL AT ITS SOLE EXPENSE:
(I) COMPLY, AND SHALL CAUSE ITS PROPERTIES AND OPERATIONS AND EACH SUBSIDIARY
AND EACH SUBSIDIARY'S PROPERTIES AND OPERATIONS TO COMPLY, WITH ALL APPLICABLE
ENVIRONMENTAL LAWS, THE BREACH OF WHICH COULD BE REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT; (II) NOT RELEASE OR THREATEN TO RELEASE, AND SHALL
CAUSE EACH SUBSIDIARY NOT TO RELEASE OR THREATEN TO RELEASE, ANY HAZARDOUS
MATERIAL ON, UNDER, ABOUT OR FROM ANY OF THE BORROWER'S OR ITS SUBSIDIARIES'
PROPERTIES OR ANY OTHER PROPERTY OFFSITE THE PROPERTY TO THE