Common use of Compliance with Certain Contracts Clause in Contracts

Compliance with Certain Contracts. (a) The Borrower and the Restricted Subsidiaries will pay or cause to be paid and discharged all material rentals, delay rentals, royalties, production payment, and indebtedness required to be paid by the Borrower and the Restricted Subsidiaries (or required to keep unimpaired in all material respects the rights of the Borrower and the Restricted Subsidiaries in Gas Properties) accruing under, and perform or cause to be performed in all material respects each and every act, matter, or thing required of such party by, each and all of the assignments, deeds, leases, subleases, easements, rights of way, distribution, gathering and other pipeline agreements, contracts, and agreements relating to any of the Gas Properties and do all other things necessary of such party to keep unimpaired in all material respects the rights of such party thereunder and to prevent the forfeiture thereof or default thereunder; except (x) nothing in this Agreement shall be deemed to require the Borrower or any Restricted Subsidiary to (i) perpetuate or renew any oil and gas lease or other lease by payment of rental or delay rental or by commencement or continuation of operations nor to prevent any Loan Party from abandoning or releasing any oil and gas lease or other lease or well thereon when, in any of such events, in the opinion of the affected Loan Party exercised in good faith, it is not in the best interest of such Loan Party to perpetuate the same or (ii) make any payments under dispute so long as the validity and amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as provisions for adequate reserves in accordance with GAAP shall have been made on the books of the affected Loan Party and (y) with respect to Gas Properties other than Borrowing Base Properties, where such failure would not reasonably be expected to result in a Material Adverse Change. (b) The Borrower and the Restricted Subsidiaries shall maintain and materially comply with the terms and conditions of all Material Contracts, the nonperformance of which would reasonably be expected to result in a Material Adverse Change.

Compliance with Certain Contracts. (a) The Borrower and the Restricted Subsidiaries will pay or cause to be paid and discharged all material rentals, delay rentals, royalties, production payment, and indebtedness required to be paid by the Borrower and the Restricted Subsidiaries (or required to keep unimpaired in all material respects the rights Each of the Borrower and the Restricted Subsidiaries in Gas Properties) accruing undershall comply with the terms and conditions of all Specified Material Contracts and enforce its rights under each such Specified Material Contract, and perform except to the extent non-compliance or cause non-enforcement could not reasonably be expected to be performed in all material respects each and every act, matter, or thing required of such party by, each and all materially adverse to the Lenders. (b) Each of the assignmentsBorrower and the Restricted Subsidiaries shall comply with the terms and conditions of all Material Contracts (other than Specified Material Contracts) and enforce its rights under each such Material Contract, deeds, leases, subleases, easements, rights of way, distribution, gathering and other pipeline agreements, contracts, and agreements relating to any of the Gas Properties and do all other things necessary of such party to keep unimpaired in all material respects the rights of such party thereunder and to prevent the forfeiture thereof or default thereunder; except (x) nothing in this Agreement shall be deemed to require the Borrower or any Restricted Subsidiary to (i) perpetuate or renew any oil and gas lease or other lease by payment of rental or delay rental or by commencement or continuation of operations nor to prevent any Loan Party from abandoning or releasing any oil and gas lease or other lease or well thereon whenexcept, in any of such eventseach case, where the failure to do so, either individually or in the opinion of the affected Loan Party exercised in good faithaggregate, it is not in the best interest of such Loan Party to perpetuate the same or (ii) make any payments under dispute so long as the validity and amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as provisions for adequate reserves in accordance with GAAP shall have been made on the books of the affected Loan Party and (y) with respect to Gas Properties other than Borrowing Base Properties, where such failure would could not reasonably be expected to result in a Material Adverse Change. (bc) The Prior to the consummation of the Take-In Transaction, the Borrower shall, and shall cause each Loan Party to, (i) exercise rights and remedies under the Affiliated Company Loan Documents at the direction of the Required Lenders or any Agent, (ii) cooperate with the Collateral Agent and the Restricted Subsidiaries shall maintain and materially collateral agent under the Affiliated Company Loan Documents in connection with the exercise of any rights or remedies under the Affiliated Company Loan Documents, (iii) not contest or challenge the validity, or join with or otherwise support any other Person in contesting or challenging the validity, of any Affiliated Company Loan Document or any Indebtedness incurred pursuant thereto, (iv) not forgive, retire, extinguish or otherwise reduce any amount owing under any Affiliated Company Loan Document (other than in the case of a prepayment thereunder in cash at 100% of the principal amount with accrued interest that is otherwise made pursuant to the terms of the Affiliated Company Loan Agreement) or agree to postpone the due date for payment of any such amount; provided that, in the case of the Take-In Transaction, the aggregate principal amount of loans outstanding under the Affiliated Company Loan Agreement may be counted as part of the consideration for the Equity Interests of Affiliated Company Loan Agreement Loan Parties, (v) comply with its funding obligations under the terms Affiliated Company Loan Documents pursuant to and in accordance with the Affiliated Company Loan Agreement; it being understood for the avoidance of doubt that no loans shall be made under the Affiliated Company Loan Agreement unless the conditions to borrowing thereunder are satisfied and (vi) require that CCR furnish such information as reasonably requested by the Required Lenders or any Agent to confirm satisfaction of all Material Contracts, the nonperformance of which would reasonably be expected conditions precedent to result in a Material Adverse Changeborrowing under the Affiliated Company Loan Agreement.

Compliance with Certain Contracts. (a) The Borrower and the Restricted Subsidiaries will pay or cause to be paid and discharged all material rentals, delay rentals, royalties, production payment, and indebtedness required to be paid by the Borrower and the Restricted Subsidiaries (or required to keep unimpaired in all material respects the rights of the Borrower and the Restricted Subsidiaries in Gas Properties) accruing under, and perform or cause to be performed in all material respects each and every act, matter, or thing required of such party by, each and all of the assignments, deeds, leases, subleases, easements, rights of way, distribution, gathering and other pipeline agreements, contracts, and agreements relating to any of the Gas Properties and do all other things necessary of such party to keep unimpaired in all material respects the rights of such party thereunder and to prevent the forfeiture thereof or default thereunder; except (x) nothing in this Agreement shall be deemed to require the Borrower or any Restricted Subsidiary to (i) perpetuate or renew any oil and gas lease or other lease by payment of rental or delay rental or by commencement or continuation of operations nor to prevent any Loan Party from abandoning or releasing any oil and gas lease or other lease or well thereon when, in any of such events, in the opinion of the affected Loan Party exercised in good faith, it is not in the best interest of such Loan Party to perpetuate the same or (ii) make any payments under dispute so long as the validity and amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as provisions for adequate reserves in accordance with GAAP shall have been made on the books of the affected Loan Party and (y) with respect to Gas Properties other than Borrowing Base Properties, where such failure would not reasonably be expected to result in a Material Adverse Change. (b) The Borrower and the Restricted Subsidiaries shall maintain and materially comply with the terms and conditions of all coal supply agreements and Material Contracts, the nonperformance of which would reasonably be expected to result in a Material Adverse Change.

Compliance with Certain Contracts. (a) The Borrower and the Restricted Subsidiaries will pay or cause to be paid and discharged all material rentals, delay rentals, royalties, production payment, and indebtedness required to be paid by the Borrower and the Restricted Subsidiaries (or required to keep unimpaired in all material respects the rights of the Borrower and the Restricted Subsidiaries in Gas Properties) accruing under, and perform or cause to be performed in all material respects each and every act, matter, or thing required of such party by, each and all of the assignments, deeds, leases, subleases, easements, rights of way, distribution, gathering and other pipeline agreements, contracts, and agreements relating to any of the Gas Properties and do all other things necessary of such party to keep unimpaired in all material respects the rights of such party thereunder and to prevent the forfeiture thereof or default thereunder; except (x) nothing in this Agreement shall be deemed to require the Borrower or any Restricted Subsidiary to (i) perpetuate or renew any oil and gas lease or other lease by payment of rental or delay rental or by commencement or continuation of operations nor to prevent any Loan Party from abandoning or releasing any oil and gas lease or other lease or well thereon when, in any of such events, in the opinion of the affected Loan Party exercised in good faith, it is not in the best interest of such Loan Party to perpetuate the same or (ii) make any payments under dispute so long as the validity and amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as provisions for adequate reserves in accordance with GAAP shall have been made on the books of the affected Loan Party and (y) with respect to Gas Properties other than Borrowing Base Properties, where such failure would not reasonably be expected to result in a Material Adverse Change. (b) The Borrower and the Restricted Subsidiaries shall maintain and materially comply with the terms and conditions of all coal supply agreements to which they are a party and Material Contracts, the nonperformance of which would reasonably be expected to result in a Material Adverse Change.

Compliance with Certain Contracts. (a) The Borrower and the Restricted Subsidiaries will pay or cause to be paid and discharged all material rentals, delay rentals, royalties, production payment, and indebtedness required to be paid by the Borrower and the Restricted Subsidiaries (or required to keep unimpaired in all material respects the rights Each of the Borrower and the Restricted Subsidiaries in Gas Properties) accruing undershall comply with the terms and conditions of all Specified Material Contracts and enforce its rights under each such Specified Material Contract, and perform except to the extent non-compliance or cause non-enforcement could not reasonably be expected to be performed in all material respects each and every act, matter, or thing required of such party by, each and all materially adverse to the Lenders. (b) Each of the assignmentsBorrower and the Restricted Subsidiaries shall comply with the terms and conditions of all Material Contracts (other than Specified Material Contracts) and enforce its rights under each such Material Contract, deeds, leases, subleases, easements, rights of way, distribution, gathering and other pipeline agreements, contracts, and agreements relating to any of the Gas Properties and do all other things necessary of such party to keep unimpaired in all material respects the rights of such party thereunder and to prevent the forfeiture thereof or default thereunder; except (x) nothing in this Agreement shall be deemed to require the Borrower or any Restricted Subsidiary to (i) perpetuate or renew any oil and gas lease or other lease by payment of rental or delay rental or by commencement or continuation of operations nor to prevent any Loan Party from abandoning or releasing any oil and gas lease or other lease or well thereon whenexcept, in any of such eventseach case, where the failure to do so, either individually or in the opinion of the affected Loan Party exercised in good faithaggregate, it is not in the best interest of such Loan Party to perpetuate the same or (ii) make any payments under dispute so long as the validity and amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as provisions for adequate reserves in accordance with GAAP shall have been made on the books of the affected Loan Party and (y) with respect to Gas Properties other than Borrowing Base Properties, where such failure would could not reasonably be expected to result in a Material Adverse Change. (bc) The Borrower shall, and shall cause each Loan Party to, (i) exercise rights and remedies under the Affiliated Company Loan Documents at the direction of the Required Lenders or any Agent, (ii) cooperate with the Collateral Agent and the Restricted Subsidiaries shall maintain and materially collateral agent under the Affiliated Company Loan Documents in connection with the exercise of any rights or remedies under the Affiliated Company Loan Documents, (iii) not contest or challenge the validity, or join with or otherwise support any other Person in contesting or challenging the validity, of any Affiliated Company Loan Document or any Indebtedness incurred pursuant thereto, (iv) not forgive, retire, extinguish or otherwise reduce any amount owing under any Affiliated Company Loan Document (other than in the case of a prepayment thereunder in cash at 100% of the principal amount with accrued interest that is otherwise made pursuant to the terms of the Affiliated Company Loan Agreement) or agree to postpone the due date for payment of any such amount, (v) comply with its funding obligations under the terms Affiliated Company Loan Documents pursuant to and in accordance with the Affiliated Company Loan Agreement; it being understood for the avoidance of doubt that no loans shall be made under the Affiliated Company Loan Agreement unless the conditions to borrowing thereunder are satisfied and (vi) require that CNXC furnish such information as reasonably requested by the Required Lenders or any Agent to confirm satisfaction of all Material Contracts, the nonperformance of which would reasonably be expected conditions precedent to result in a Material Adverse Changeborrowing under the Affiliated Company Loan Agreement.