THE TERMS OF THE CONFIDENTIALITY AGREEMENT AND
ARTICLE VIII, AND FOR THE PURPOSE OF (A) CONDUCTING BUYER'S DUE DILIGENCE
INVESTIGATION OF THE PROPERTIES, MIDSTREAM ASSETS AND ANY OTHER ASSET OR
LIABILITY OF THE COMPANY AND THE SUBSIDIARIES, (B) IDENTIFYING THE TRANSITION
SERVICES TO BE PROVIDED PURSUANT TO THE TRANSITION SERVICES AGREEMENT, AND
(C) ENABLING EXCO RESOURCES, INC., THE DIRECT PARENT OF BUYER, TO COMPLY WITH
ITS REPORTING AND DISCLOSURE OBLIGATIONS UNDER THE EXCHANGE ACT AND THE
SECURITIES ACT, BETWEEN THE DATE HEREOF AND THE CLOSING, PFC AND THE COMPANY
SHALL GIVE (OR CAUSE THE SUBSIDIARIES TO GIVE) BUYER AND BUYER'S AUTHORIZED
REPRESENTATIVES REASONABLE ACCESS TO (D) THE COMPANY'S AND THE SUBSIDIARIES'
EMPLOYEES, OFFICES, ACCOUNTING AND FINANCIAL BOOKS, RECORDS, FILES, OPERATING
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DATA, AND OTHER SIMILAR DOCUMENTS AND MATERIALS TO THE EXTENT IN SUCH PERSON'S
POSSESSION, CUSTODY OR CONTROL; AND (E) THE PROPERTIES, THE MIDSTREAM ASSETS,
THE CONTRACTS AND ANY OTHER ASSET OF THE COMPANY OR THE SUBSIDIARIES, TO THE
EXTENT THAT ANY OF SUCH PERSONS HAS THE RIGHT TO GRANT SUCH ACCESS (PROVIDED
THAT IF NONE OF SUCH PERSONS HAS THE RIGHT TO GRANT SUCH ACCESS, THEN PFC AND
COMPANY SHALL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH ACCESS
RIGHT TO BE GRANTED TO BUYER AND ITS REPRESENTATIVES FROM A PERSON WHO HAS THE
RIGHT TO DO SO BUT NEITHER PFC NOR THE COMPANY SHALL BE OBLIGATED TO PAY ANY
THIRD PARTY MONEY FOR ANY SUCH CONSENT OR WAIVER).
7.2
COOPERATION AND GOVERNMENTAL CONSENTS. EACH PARTY HERETO AGREES TO
COOPERATE WITH EACH OTHER AND TO USE COMMERCIALLY REASONABLE EFFORTS CAUSE ALL
OF THE CONDITIONS PRECEDENT TO CLOSING TO BE SATISFIED AS PROMPTLY AS
PRACTICABLE, AND TO TAKE ALL SUCH COMMERCIALLY REASONABLE OTHER ACTIONS AS ARE
NECESSARY OR ADVISABLE IN ORDER TO CAUSE THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY. EXCEPT FOR THE FILINGS AND NOTIFICATIONS MADE IN CONNECTION
WITH THE HSR ACT, TO WHICH SECTION 7.11 SHALL APPLY, AND EXCEPT FOR THE FILINGS
MADE IN CONNECTION WITH THE FCC LICENSES, TO WHICH SECTION 7.16 SHALL APPLY,
PROMPTLY FOLLOWING THE EXECUTION OF THIS AGREEMENT, THE PARTIES SHALL PROCEED TO
PREPARE AND FILE WITH THE APPROPRIATE GOVERNMENTAL ENTITIES SUCH APPLICATIONS
FOR CONSENTS AS ARE NECESSARY IN ORDER TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (OR, WITH RESPECT TO ANY FILING THAT WILL BE A
PUBLIC DOCUMENT OR OTHERWISE RESULT IN PUBLIC NOTICE,
SHALL DO SO AFTER THE
PUBLIC ANNOUNCEMENT OF THIS AGREEMENT BY PFC AND BUYER) AND SHALL DILIGENTLY AND
EXPEDITIOUSLY PROSECUTE, AND SHALL COOPERATE FULLY WITH EACH OTHER IN THE
PROSECUTION OF, SUCH MATTERS.
7.3
NOTICE OF LITIGATION. UNTIL THE CLOSING, (A) BUYER, UPON LEARNING
OF THE SAME, SHALL PROMPTLY NOTIFY THE COMPANY OF ANY PROCEEDING WHICH IS
COMMENCED OR THREATENED AGAINST BUYER OR ANY AFFILIATE THEREOF AND WHICH AFFECTS
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND (B) PFC AND THE
COMPANY, UPON LEARNING OF THE SAME, SHALL PROMPTLY NOTIFY BUYER OF ANY
PROCEEDING WHICH IS COMMENCED OR THREATENED AGAINST PFC, THE COMPANY, ANY
SUBSIDIARY OR ANY