MAINTAINED BY COMPANIES ENGAGED IN THE
SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR LOCATIONS.
ON OR
PRIOR TO THE EFFECTIVE DATE AND THEREAFTER, UPON REQUEST OF THE ADMINISTRATIVE
AGENT, THE BORROWER WILL FURNISH OR CAUSE TO BE FURNISHED TO THE ADMINISTRATIVE
AGENT FROM TIME TO TIME A SUMMARY OF THE RESPECTIVE INSURANCE COVERAGE OF THE
BORROWER AND ITS RESTRICTED SUBSIDIARIES IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, AND, IF REQUESTED, WILL FURNISH THE
ADMINISTRATIVE AGENT COPIES OF THE APPLICABLE POLICIES.
UPON DEMAND BY
ADMINISTRATIVE AGENT, THE BORROWER WILL CAUSE ANY INSURANCE POLICIES COVERING
ANY SUCH PROPERTY TO BE ENDORSED (A) TO PROVIDE THAT SUCH POLICIES MAY NOT BE
CANCELLED, REDUCED OR AFFECTED IN ANY MANNER FOR ANY REASON WITHOUT FIFTEEN (15)
DAYS PRIOR NOTICE TO ADMINISTRATIVE AGENT, AND (B) TO PROVIDE FOR SUCH OTHER
MATTERS AS THE LENDERS MAY REASONABLY REQUIRE.
SECTION 6.06.
BOOKS AND RECORDS; INSPECTION RIGHTS.
THE BORROWER WILL,
AND WILL CAUSE EACH RESTRICTED 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 RESTRICTED SUBSIDIARY TO, PERMIT ANY REPRESENTATIVES
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DESIGNATED BY THE ADMINISTRATIVE AGENT OR ANY LENDER, 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, PROVIDED AN OFFICER OF THE BORROWER HAS THE REASONABLE
OPPORTUNITY TO PARTICIPATE, ITS INDEPENDENT ACCOUNTANTS, ALL AT SUCH REASONABLE
TIMES AND AS OFTEN AS REASONABLY REQUESTED.
SECTION 6.07.
COMPLIANCE WITH LAWS.
THE BORROWER WILL, AND WILL CAUSE
EACH RESTRICTED 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 6.08.
USE OF PROCEEDS AND LETTERS OF CREDIT.
THE PROCEEDS OF
THE LOANS WILL BE USED ONLY TO (A) FINANCE THE ANADARKO ASSET ACQUISITION,
(B) REPAY THE AMOUNT OUTSTANDING UNDER THE PRIOR TERM LOAN CREDIT AGREEMENT, AND
PROVIDED ALL AMOUNTS OUTSTANDING UNDER THE PRIOR TERM LOAN CREDIT AGREEMENT ARE
PAID IN FULL ON THE EFFECTIVE DATE, REPAY AMOUNTS OUTSTANDING UNDER THE ORIGINAL
CREDIT AGREEMENT (C) PAY THE FEES, EXPENSES AND TRANSACTION COSTS OF THE
TRANSACTIONS, (D) SATISFY REIMBURSEMENT OBLIGATIONS WITH RESPECT TO LETTERS OF
CREDIT, (E) MAKE RESTRICTED PAYMENTS PERMITTED UNDER SECTION 7.06, AND
(F) FINANCE THE WORKING CAPITAL NEEDS OF THE BORROWER, INCLUDING CAPITAL
EXPENDITURES, AND FOR GENERAL CORPORATE PURPOSES OF THE BORROWER AND THE
GUARANTORS, IN THE ORDINARY COURSE OF BUSINESS, INCLUDING THE EXPLORATION,
ACQUISITION AND DEVELOPMENT OF OIL AND GAS INTERESTS.
NO PART OF THE PROCEEDS
OF ANY LOAN WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, TO PURCHASE OR CARRY
ANY MARGIN STOCK (AS DEFINED IN REGULATION U ISSUED BY THE BOARD).
LETTERS OF
CREDIT WILL