THE
ASSETS FOR WHICH IT IS THE OPERATOR IN ACCORDANCE WITH PAST PRACTICES, (C) SHALL
EXERCISE REASONABLE DILIGENCE IN SAFEGUARDING AND MAINTAINING SECURE AND
CONFIDENTIAL ALL GEOLOGICAL MAPS, CONFIDENTIAL REPORTS AND DATA IN ITS
POSSESSION RELATING TO THE ASSETS, (D) SHALL NOT TRANSFER, SELL, HYPOTHECATE,
ENCUMBER OR OTHERWISE DISPOSE OF OR ENCUMBER ANY OF THE ASSETS (OTHER THAN
HYDROCARBONS IN THE ORDINARY COURSE OF BUSINESS OR AS REQUIRED IN CONNECTION
WITH THE EXERCISE BY THIRD PARTIES OF PREFERENTIAL RIGHTS TO PURCHASE ANY OF THE
ASSETS), (E) SHALL MAINTAIN INSURANCE NOW IN FORCE WITH RESPECT TO THE ASSETS,
(F) SHALL CONSULT WITH PURCHASER IN RELATION TO ANY EXPENDITURE REGARDING THE
ASSETS THAT EXCEEDS $250,000, (G) BEFORE UNDERTAKING AN OPERATION OR MAKING A
SINGLE EXPENDITURE IN RESPECT OF THE ASSETS TO BE IN EXCESS OF TWO HUNDRED FIFTY
THOUSAND DOLLARS ($250,000), AND BEFORE CONDUCTING AN OPERATION TO DRILL,
SIDETRACK, DEEPEN, COMPLETE, OR RECOMPLETE A WELL (REGARDLESS OF THE ESTIMATED
COST) ON ANY OF THE LEASEHOLD INTERESTS, SHALL SUBMIT AN AFE FOR THE OPERATION
OR EXPENDITURE TO PURCHASER FOR APPROVAL, (H) SHALL FURNISH AN INFORMATIONAL AFE
TO PURCHASER FOR AN OPERATION OR SINGLE EXPENDITURE ESTIMATED TO COST $250,000
OR LESS, BUT IN EXCESS OF $100,000, IF NOBLE PREPARES THE SAME FOR ITS OWN USE,
AND (I) SHALL NOTIFY PURCHASER AS SOON AS REASONABLY POSSIBLE WHEN IT APPEARS
THE COST OF AN OPERATION WILL EXCEED THE ORIGINAL AFE BY MORE THAN TWENTY
PERCENT (20%), WHICH NOTICE SHALL BE FURNISHED TO PURCHASER AS A SUPPLEMENTAL
AFE FOR INFORMATIONAL PURPOSES ONLY AND IS NOT SUBJECT TO PURCHASER'S APPROVAL.
IN ADDITION, WITHOUT THE CONSENT OF PURCHASER (WHICH SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED), DURING THE INTERIM PERIOD, NOBLE SHALL NOT (I) EXCEPT WITH
RESPECT TO MATTERS RETAINED BY NOBLE PURSUANT TO THIS AGREEMENT, WAIVE,
COMPROMISE OR SETTLE ANY RIGHT OR CLAIM FOR AN AMOUNT IN EXCESS OF $250,000
REGARDING THE ASSETS OR WHICH MAY REASONABLY BE EXPECTED TO HAVE AN ADVERSE
EFFECT ON THE VALUE OF THE ASSETS AS A WHOLE IN EXCESS OF $250,000, (II) EXCEPT
IN CONNECTION WITH AFES, INCUR OBLIGATIONS WITH RESPECT TO THE ASSETS FOR WHICH
PURCHASER WOULD BE RESPONSIBLE AFTER THE EFFECTIVE TIME, OTHER THAN TRANSACTIONS
(X) THE COSTS OF WHICH DO NOT EXCEED $250,000
22
INDIVIDUALLY AND WHICH ARE OF A NATURE CONSISTENT WITH PAST PRACTICES EMPLOYED
BY NOBLE WITH RESPECT TO THE ASSETS, AND/OR (Y) IN CONNECTION WITH SITUATIONS
BELIEVED IN GOOD FAITH BY NOBLE TO CONSTITUTE AN EMERGENCY (IN WHICH CASE
NOBLE'S OBLIGATION IS LIMITED TO NOTIFYING PURCHASER AS SOON AS REASONABLY
PRACTICABLE OF SUCH EMERGENCY AND OBLIGATIONS), (III) EXCEPT IN CONNECTION WITH
AFES, COMMIT TO CAPITAL EXPENDITURES OR THE ACQUISITION OR CONSTRUCTION OF FIXED
ASSETS FOR WHICH PURCHASER SHALL HAVE FINANCIAL RESPONSIBILITY IN CONNECTION
WITH THE ASSETS IN AN AMOUNT INDIVIDUALLY IN EXCESS OF $250,000, EXCEPT IN
CONNECTION WITH SITUATIONS BELIEVED IN GOOD FAITH BY NOBLE TO CONSTITUTE AN
EMERGENCY (IN WHICH CASE NOBLE'S OBLIGATION IS LIMITED TO NOTIFYING PURCHASER AS
SOON AS REASONABLY PRACTICABLE OF