Common use of Maintenance, Etc Clause in Contracts

Maintenance, Etc. (a) The Company shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effect; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAP; upon reasonable notice, permit representatives of the Agent or any Bank, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or the Agent (as the case may be); and keep insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company will furnish or cause to be furnished to the Agent and the Banks a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to the Agent and the Banks copies of the applicable policies at offices of the Company. (c) The Company will operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effect; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAP; upon reasonable notice, permit representatives of the Agent or any BankAgent, during normal business hours, to examine, copy and make extracts from its financial books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested required by such Bank the Agent; keep, or the Agent (as the case may be); and keep cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available; and, where failure to do so would have a Material Adverse Effect: preserve and maintain its corporate existence and all of its material attendant rights, privileges and franchises, keep appropriate books of record and account in relation to its business and activities, comply with all Governmental Requirements, pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a7.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks a certificate of insurance coverage from the insurer in form and substance scope reasonably satisfactory to the Agent and, if requestedrequired by the Agent, will make available to furnish the Agent and the Banks copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Subsidiary to maintain and operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be maintained and operated in all material respects in a careful good and efficient workmanlike manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d. The covenants contained in this Section 7.03(c) The Company will and will cause each Subsidiary to, at its own expense, do or cause shall not apply to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas insignificant Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent unless a portion failure of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In covenant could have a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereofMaterial Adverse Effect.

Maintenance, Etc. (a) The Company shall and shall cause each Subsidiary Guarantor and Designated Subsidiary to: preserve and maintain its the Company's corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; during the continuance of an Event of Default and upon reasonable notice, permit representatives of the Agent or any BankAdministrative Agent, during normal business hours, to examine, copy and make extracts from examine its books and records, to inspect its Properties, and to discuss its business and affairs with its financial officers, all to the extent reasonably requested by such Bank or the Administrative Agent (as and to the case may be)extent requested by the President of the Administrative Agent, copy and make extracts of its books and records; and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk pollution liability insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company will furnish or cause to be furnished to the Administrative Agent and the Banks a certificate of insurance coverage from the insurer in substantially the form and substance satisfactory to provided at the Agent closing of this Agreement and, if requested, will make available to furnish the Administrative Agent and the Banks copies of the applicable policies at offices of the Companypolicies. (c) The Company will operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankAgent, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or the Agent (as the case may be)Agent; and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary of its Subsidiaries to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activitiesactivities in accordance with GAAP; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Parent Company and the Borrower will and will cause each of its Subsidiaries to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the usual and customary practices of the industry and in substantial compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Parent Company and the Borrower will and will cause each Subsidiary of its Subsidiaries to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with The Parent Company and the prudent operator standard, the Company Borrower will and will cause each Subsidiary of its Subsidiaries to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with usual and customary industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary of its Subsidiaries to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts amounts. The Parent Company and except for dispositions permitted by Section 9.15 hereofthe Borrower will and will cause each of its Subsidiaries to operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the usual and customary practices of the industry and in substantial compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankAgent, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or the Agent (as the case may be)Agent; and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Administrative Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Administrative Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Administrative Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Administrative Agent and, if requested, will make available to furnish the Administrative Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Restricted Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk pollution insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Restricted Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful good and efficient workmanlike manner in accordance with the standard practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Restricted Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties will be fully preserved and maintained, except (1) for ordinary wear and tear, (2) for equipment, machinery and facilities no longer used or useful in the Borrower's or such Restricted Subsidiary's business, (3) for casualty losses being handled in accordance with Section 2.07(e) and (4) to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Restricted Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas PropertiesProperties subject to a Lien in favor of the Agent, to the extent that any failure to so pay or discharge would have a Material Adverse Effect, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the material obligations required by each and all of the assignments, deeds, leases, sub-leasessubleases, contracts and agreements affecting its interests in its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto to its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts amounts. The Borrower will and except for dispositions permitted by Section 9.15 hereofwill cause each Restricted Subsidiary to operate its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a good and workmanlike manner in accordance with the standard practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Restricted Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk pollution insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Restricted Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful good and efficient workmanlike manner in accordance with the standard practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Restricted Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties subject to a Lien in favor of the Agent securing the Tranche A Indebtedness and other material Properties includinginclud-ing, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties subject to a Lien in favor of the Agent securing the Tranche A Indebtedness and other material Properties will be fully preserved and maintained, except (1) for ordinary wear and tear, (2) for equipment, machinery and facilities no longer used or useful in the Borrower's or such Restricted Subsidiary's business, (3) for casualty losses being handled in accordance with Section 2.07(e) and (4) to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Restricted Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas PropertiesProperties subject to a Lien in favor of the Agent securing the Tranche A Indebtedness, to the extent that any failure to so pay or discharge would have a Material Adverse Effect, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the material obligations required by each and all of the assignments, deeds, leases, sub-leasessubleases, contracts and agreements affecting its interests in its Oil and Gas Properties subject to a Lien in favor of the Agent securing the Tranche A Indebtedness and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto to its Oil and Gas Properties subject to a Lien in favor of the Agent securing the Tranche A Indebtedness and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts amounts. The Borrower will and except for dispositions permitted by Section 9.15 hereofwill cause each Restricted Subsidiary to operate its Oil and Gas Properties subject to a Lien in favor of the Agent securing the Tranche A Indebtedness and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a good and workmanlike manner in accordance with the standard practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

Maintenance, Etc. (a) The Company shall and shall cause each Subsidiary toEach of the Obligors shall: preserve and maintain its corporate existence or partnership existence, as applicable (except as permitted by Section 9.08), and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves in the good faith judgment of the management of Obligors are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives representa tives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk sudden and accidental seepage and pollution insurance to the extent reasonably available; and pay all of its accounts payable in the ordinary course of its business but not later than 120 days past the invoice or billing date, unless such payables are being contested in good faith by appropriate proceedings and if reserves adequate (in the good faith judgment of management of the Parent) under GAAP shall have been established therefor. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Obligors will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company will operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices Each of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Obligors will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency in accordance with industry practice all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintainedmaintained in accordance with industry practice, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company Each Obligor will and will cause each Subsidiary to promptlyin accordance with industry practice to: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will do and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 9.14 hereof. Each Obligor will and will cause each Subsidiary to operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance in all material respects with all applicable material contracts and agreements and in compliance in all material respects with all Governmental Requirements.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: (i) preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Oil and Gas Properties is located or the ownership of its Properties requires such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectqualification; (ii) keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; (iii) comply with all Governmental Requirements if failure to comply with such requirements will could reasonably be expected to have a Material Adverse Effect; (iv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; (v) upon reasonable notice, permit representatives of the Administrative Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Administrative Agent (as the case may be); and keep (vi) keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. If requested by the Administrative Agent, the loss payable clauses or provisions in said insurance policy or policies shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Administrative Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Administrative Agent and, if requested, will make available to furnish the Administrative Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements, including applicable pro ration and Environmental Laws and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom. (d) The Company Borrower, at its own expense, will and will cause each Subsidiary to, at its own expense, to do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas PropertiesProperties and will do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.029.03, its rights with respect thereto to its Oil and Gas Properties and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.Section

Maintenance, Etc. (a) The Company shall and shall cause each Subsidiary toBorrower shall: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or the Agent (as the case may be)Lender; and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lender a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent Lender and, if requested, will make available to furnish the Agent and the Banks Lender copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Subsidiary to promptly: (i) pay and discharge, discharge or make reasonable and customary efforts to cause to be paid and discharged, discharged all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, performed in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, Properties and (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 9.14 hereof. The Borrower will operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company will operate Borrower will, at its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will own expense, and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency (except for normal wear and tear) all of its Oil and Gas Properties Properties (d) The Borrower will do or cause to be done such development work as may be reasonably necessary to the prudent and other material Properties economical operation of the Oil and Gas Property in accordance with the most approved practices of operators in the industry, including all to be done that may be appropriate to protect from diminution the productive capacity of the Oil and Gas Property and each producing well thereon including, without limitation, all equipment, machinery cleaning out and facilities, and reconditioning each well from time to time will make all time, plugging and completing at a different level each such well, drilling a substitute well to conform to changed spacing regulations and to protect the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties Property against drainage whenever and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties as often as is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereofnecessary.

Maintenance, Etc. (a) The Company shall and shall cause each Subsidiary toBorrower shall: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or the Agent (as the case may be)Lender; and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with On August 1 of each calendar year (or, if sooner, the delivery renewal date of any of the financial statements required by Section 8.01(a) to be delivered for each yearBorrower's policies of insurance), the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lender a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent Lender and, if requested, will make available to furnish the Agent and the Banks Lender copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.

Maintenance, Etc. (a) The Company shall Borrower and QSRD shall, and QSRD shall cause each Subsidiary of its Subsidiaries to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises (except for such as are released, surrendered mergers or disposed dissolutions upon transfer of in the ordinary course of business and by such release, surrender all or disposal does not cause a Material Adverse Effectsubstantially all assets permitted pursuant to Section 9.08); keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activitiesactivities in accordance with GAAP; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy (other than production taxes, severance taxes, payroll taxes or taxes that are the subject of a United States federal tax lien) the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent Agents or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent Agents (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons Persons, and reasonably acceptable to the Agents, and carry such other insurance as is usually carried by such Persons Persons, or as may be reasonably required by the Agents, including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company QSRD will furnish or cause to be furnished to the Administrative Agent and the Banks Lenders a certificate of insurance coverage from the insurer its insurer(s) in form and substance satisfactory to the Administrative Agent and, if requested, will make available to furnish the Administrative Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company will Borrower and QSRD shall, and shall cause each of its Subsidiaries to, operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the usual and customary practices of the industry and in substantial compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will Borrower and will QSRD shall, and shall cause each Subsidiary of its Subsidiaries to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standardThe Borrower and QSRD, the Company will shall and will QSRD shall cause each Subsidiary to of its Subsidiaries to, promptly: (i) pay and dischargedischarge in accordance with the usual and customary practices of the industry, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with usual and customary industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary of its Subsidiaries to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts amounts. The Borrower and except for dispositions permitted QSRD shall, and QSRD shall, cause each of its Subsidiaries to, operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the usual and customary practices of the industry and in substantial compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (e) In the event that all or any portion of any Oil and Gas Property owned by QSRD and its Subsidiaries is composed of interests in the Hydrocarbon Property which are not working interests or which are operated by a Person or Persons other than QSRD or one of its Subsidiaries, then, with respect to such interests and Properties, QSRD shall, and shall cause such Subsidiary to, use reasonable efforts consistent with usual and customary industry practice to obtain compliance with the foregoing covenants contained in this Section 9.15 hereof8.03 by the working interest owners or the operator or operators of such interests or Properties.

Maintenance, Etc. (a) The Company shall and shall cause each Subsidiary toIssuer shall: (i) preserve and maintain its corporate limited liability company existence and all of its material rights, privileges privileges, licenses and franchises except for if failure to so preserve and maintain any such as are releasedright, surrendered privilege, license or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause franchise could reasonably be expected to have a Material Adverse Effect; (ii) keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of, or in relation to to, its business and activitiesactivities in accordance with GAAP consistently applied; (iii) comply with all Governmental Requirements to which the Issuer and its Properties are subject if failure to so comply with such requirements will could reasonably be expected to have a Material Adverse Effect; (iv) pay and discharge discharge, or cause to be paid or discharged, all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property Property, all trade accounts payable in accordance with usual and customary business terms and all claims for work, labor or materials prior to the date on which any Lien or penalties attach thereto, except for any such tax, assessment, charge charge, levy, account payable or levy claim, the payment of which is being contested Contested in good faith Good Faith; and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAP; upon reasonable notice, (v) permit representatives any holder of the Agent Notes or its representative to visit and inspect, under the Issuer’s guidance (and subject to safety and security procedures in place at the Facilities), any Bank, during normal business hoursof the Properties of the Issuer, to examine, copy and make extracts from examine all of its books and of account, records, reports and other papers, to inspect its Properties, make copies and extracts therefrom and to discuss its business affairs, finances and accounts with its officers and independent public accountants (and by this provision the Issuer authorizes said accountants to discuss with any holder of the Notes the finances and affairs with its officers, all to the extent reasonably requested by such Bank or the Agent (as the case may be); and keep insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds Issuer) all at such reasonable times, upon reasonable notice and as often as may be reasonably requested; provided that the Issuer shall not be required to pay or reimburse any holder of the Notes for expenses which such holder may incur in connection with any such visitation or inspection, except that if such visitation or inspection is made during any period when a Default or an Event of Default shall -29- have occurred and be continuing, the amounts customarily insured against by Issuer agrees to reimburse such Persons and carry holder for all such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably availableexpenses promptly upon demand. (b) Contemporaneously with The Issuer will (i) maintain the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company will furnish or cause to be furnished to the Agent Facility Lease Agreements and the Banks other Project Agreements to which it is a certificate of insurance coverage from the insurer party in form full force and substance satisfactory to the Agent andeffect, if requested, will make available to the Agent and the Banks copies of the applicable policies at offices of the Company. (cii) The Company will operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance comply in all material respects with all Governmental Requirements. terms and provisions thereof and (diii) The Company will and will cause enforce the compliance by each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and the other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, parties thereto in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary terms thereof so as to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or avoid a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereofMaterial Adverse Effect.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amountsamounts and except as would not create a Material Adverse Effect. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to the Mortgaged Properties and its Oil and Gas PropertiesProperties except as would not create a Material Adverse Effect, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in the Mortgaged Properties and in its Oil and Gas Properties and other material PropertiesProperties except as would not create a Material Adverse Effect, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto to its material Oil and Gas Properties and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts amounts. The Borrower will and except for dispositions permitted by Section 9.15 hereofwill cause each Subsidiary to operate the Mortgaged Properties and its other material Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: of its Subsidiaries to preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the annual, audited financial statements required by Section 8.01(a) to be delivered for each yearof the Parent Company under the Guaranty Agreement, the Company Borrower will furnish or cause to be furnished to the Agent and (who shall promptly furnish a copy to each of the Banks Lenders) a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and (who shall promptly furnish a copy to each of the Banks Lenders) copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each of its Subsidiaries to operate its Oil and Gas their Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Subsidiary of its Subsidiaries to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent extent, in such Person's sole discretion, a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Subsidiary of its Subsidiaries to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary of its Subsidiaries to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent extent, in such Person's sole discretion, a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts amounts. The Borrower will and except for dispositions permitted will cause each of its Subsidiaries to operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (e) The Agent shall have received, within 90 days of the Closing Date, evidence in form and substance satisfactory to the Agent that (i) the Borrower has obtained all resolutions, orders, consents, approvals and authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the perfection of its title to its Oil and Gas Properties and the Liens granted pursuant to the Security Instruments, or the transactions contemplated thereby, including but not limited to, approval by Section 9.15 hereofthe Department of Natural Resources, Office of Mineral Resources (State Mineral Board) of the State of Louisiana to hold title to its Oil and Gas Properties in which the State of Louisiana is the lessor and the United States Department of Interior, Minerals Management Service to hold title to its Oil and Gas Properties located on the Outer Continental Shelf and (ii) that the Agent has duly perfected Liens on not less than 90% of the value of the Oil and Gas Properties evaluated in the Initial Reserve Report.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if to the extent such failure to comply with such requirements will would have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hourshours and in a manner so as not to unduly disrupt Borrower's (or Subsidiary's, as the case may be) normal business operations, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Restricted Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk pollution insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Restricted Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful good and efficient workmanlike manner in accordance with the standard practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Restricted Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties will be fully preserved and maintained, except (1) for ordinary wear and tear, (2) for equipment, machinery and facilities no longer used or useful in the Borrower's or such Restricted Subsidiary's business, (3) for casualty losses being handled in accordance with Section 2.07(e) and (4) to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Restricted Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas PropertiesProperties subject to a Lien in favor of the Agent, to the extent that any failure to so pay or discharge would have a Material Adverse Effect, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the material obligations required by each and all of the assignments, deeds, leases, sub-leasessubleases, contracts and agreements affecting its interests in its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto to its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts amounts. The Borrower will and except for dispositions permitted by will cause each Restricted Subsidiary to operate its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a good and workmanlike manner in accordance with the standard practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. Section 9.15 hereof.8.04 Environmental Matters tc \l2 "Section 8.04

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender (accompanied by the Agent), during normal business hours, to examine, copy and make extracts from its financial books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requestedrequested by the Agent, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful good and efficient workmanlike manner in accordance with the practices of the industry and in compliance in all material respects with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except (to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with it has the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary power to do so) all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.things

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Restricted Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk pollution insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Restricted Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful good and efficient workmanlike manner in accordance with the standard practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Restricted Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties subject to a Lien in favor of the Agent securing the Tranche B Indebtedness and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties subject to a Lien in favor of the Agent securing the Tranche B Indebtedness and other material Properties will be fully preserved and maintained, except (1) for ordinary wear and tear, (2) for equipment, machinery and facilities no longer used or useful in the Borrower's or such Restricted Subsidiary's business, (3) for casualty losses and (4) to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Restricted Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas PropertiesProperties subject to a Lien in favor of the Agent securing the Tranche B Indebtedness, to the extent that any failure to so pay or discharge would have a Material Adverse Effect, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the material obligations required by each and all of the assignments, deeds, leases, sub-leasessubleases, contracts and agreements affecting its interests in its Oil and Gas Properties subject to a Lien in favor of the Agent securing the Tranche B Indebtedness and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto to its Oil and Gas Properties subject to a Lien in favor of the Agent securing the Tranche B Indebtedness and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts amounts. The Borrower will and except for dispositions permitted by Section 9.15 hereofwill cause each Restricted Subsidiary to operate its Oil and Gas Properties subject to a Lien in favor of the Agent securing the Tranche B Indebtedness and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a good and workmanlike manner in accordance with the standard practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.

Maintenance, Etc. (a) The Company shall and shall cause each Subsidiary Guarantor and Designated Subsidiary to: preserve and maintain its the Company's corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; during the continuance of an Event of Default and upon reasonable notice, permit representatives of the Agent or any BankAdministrative Agent, during normal business hours, to examine, copy and make extracts from examine its books and records, to inspect its Properties, and to discuss its business and affairs with its financial officers, all to the extent reasonably requested by such Bank or the Administrative Agent (as and to the case may be)extent requested by the President of the Administrative Agent, copy and make extracts of its books and records; and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk pollution liability insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company will furnish or cause to be furnished to the Administrative Agent and the Banks a certificate of insurance coverage from the insurer in substantially the form and substance satisfactory to provided at the Agent closing of this 42 Agreement and, if requested, will make available to furnish the Administrative Agent and the Banks copies of the applicable policies at offices of the Companypolicies. (c) The Company will operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.

Maintenance, Etc. (a) The Company shall EEX shall, and shall cause each Subsidiary Guarantor to: , preserve and maintain its EEX's corporate existence, the limited liability company existence and single purpose status of EEX Capital and MIStS Issuer, and all of its the respective material rights, privileges and franchises except for such as are releasedof EEX, surrendered or disposed of in the ordinary course of business EEX Capital and by such release, surrender or disposal does not cause a Material Adverse EffectMIStS Issuer; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; during the continuance of an Event of Default and upon reasonable notice, permit representatives of the Agent or any BankPlacement Agent, during normal business hours, to examine, copy and make extracts from examine its books and records, to inspect its Properties, and to discuss its business and affairs with its financial officers, all to the extent reasonably requested by such Bank or the Placement Agent (as and to the case may be)extent requested by the Placement Agent, copy and make extracts of its books and records; and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk pollution liability insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a3.01(a) to be delivered for each year, the Company EEX will furnish or cause to be furnished to the Placement Agent and the Banks a certificate of insurance coverage from insurers in substantially the insurer in form and substance satisfactory to provided at the Agent closing of this Guaranty Agreement and, if requested, will make available to furnish the Placement Agent and the Banks copies of the applicable policies at offices of the Companypolicies. (c) The Company will operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effect; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAP; upon reasonable notice, permit representatives of the Agent or any BankAgent, during normal business hours, to examine, copy and make extracts from its financial books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested required by such Bank the Agent; keep, or the Agent (as the case may be); and keep cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available; and, where failure to do so would have a Material Adverse Effect: preserve and maintain its corporate existence and all of its material attendant rights, privileges and franchises, keep appropriate books of record and account in relation to its business and activities, comply with all Governmental Requirements, pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property, except for any such tax, assessment, charge or levy the payment of which is being contested in -24- 29 good faith and by proper proceedings and against which adequate reserves are being maintained. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a7.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks a certificate of insurance coverage from the insurer in form and substance scope reasonably satisfactory to the Agent and, if requestedrequired by the Agent, will make available to furnish the Agent and the Banks copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Subsidiary to maintain and operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be maintained and operated in all material respects in a careful good and efficient workmanlike manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d. The covenants contained in this Section 7.03(c) The Company will and will cause each Subsidiary to, at its own expense, do or cause shall not apply to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas insignificant Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent unless a portion failure of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In covenant could have a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereofMaterial Adverse Effect.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender (accompanied by the Agent), during normal business hours, to examine, copy and make extracts from its financial books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requestedrequested by the Agent, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful good and efficient workmanlike manner in accordance with the practices of the industry and in compliance in all material respects with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Subsidiary to, at its own expense, do or cause to be done (to the extent it has the power to do so) all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer not capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto to its Oil and Gas Properties and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.in

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Restricted Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk pollution insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Restricted Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful good and efficient workmanlike manner in accordance with the standard practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Restricted Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties will be fully preserved and maintained, except (1) for ordinary wear and tear, (2) for equipment, machinery and facilities no longer used or useful in the Borrower's or such Restricted Subsidiary's business, (3) for casualty losses being handled in accordance with Section 2.07(d), and (4) to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Restricted Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas PropertiesProperties subject to a Lien in favor of the Agent, to the extent that any failure to so pay or discharge would have a Material Adverse Effect, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the material obligations required by each and all of the assignments, deeds, leases, sub-leasessubleases, contracts and agreements affecting its interests in its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties, and (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto to its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts amounts. The Borrower will and except for dispositions permitted by Section 9.15 hereofwill cause each Restricted Subsidiary to operate its Oil and Gas Properties subject to a Lien in favor of the Agent and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a good and workmanlike manner in accordance with the standard practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or the Agent (as the case may be)Lender; and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lender a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent Lender and, if requested, will make available to furnish the Agent and the Banks Lender copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender (accompanied by the Agent), during normal business hours, to examine, copy and make extracts from its financial books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to the Agent and the Banks copies of the applicable policies at offices of the Company.the (c) The Company Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful good and efficient workmanlike manner in accordance with the practices of the industry and in compliance in all material respects with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Subsidiary to, at its own expense, do or cause to be done (to the extent it has the power to do so) all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer not capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto to its Oil and Gas Properties and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts amounts. The Borrower will and except for dispositions permitted by will cause each Subsidiary to operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a good and workmanlike manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. The covenants contained in this Section 9.15 hereof8.03(d) shall not apply to insignificant Properties unless a failure of such covenant could have a Material Adverse Effect.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Restricted Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and an correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk pollution insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Restricted Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful good and efficient workmanlike manner in accordance with the standard practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Restricted Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas 47 Properties included in the Borrowing Base and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties included in the Borrowing Base and other material Properties will be fully preserved and maintained, except (1) for ordinary wear and tear, (2) for equipment, machinery and facilities no longer used or useful in the Borrower's or such Restricted Subsidiary's business, (3) for casualty losses being handled in accordance with Section 2.07(e) and (4) to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Restricted Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas PropertiesProperties included in the Borrowing Base, to the extent that any failure to so pay or discharge would have a Material Adverse Effect, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the material obligations required by each and all of the assignments, deeds, leases, sub-leasessubleases, contracts and agreements affecting its interests in its Oil and Gas Properties included in the Borrowing Base and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto to its Oil and Gas Properties included in the Borrowing Base and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts amounts. The Borrower will and except for dispositions permitted by Section 9.15 hereofwill cause each Restricted Subsidiary to operate its Oil and Gas Properties included in the Borrowing Base and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a good and workmanlike manner in accordance with the standard practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

Maintenance, Etc. (a) The Company shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effect; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAP; upon reasonable notice, permit representatives of the Agent or any Bank, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or the Agent (as the case may be); and keep insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available.Adverse (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company will furnish or cause to be furnished to the Agent and the Banks a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to the Agent and the Banks copies of the applicable policies at offices of the Company. (c) The Company will operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.customary

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: of its Restricted Subsidiaries to preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the annual, audited financial statements required by Section 8.01(a) to be delivered for each yearof the Parent Company under the Guaranty Agreement, the Company Borrower will furnish or cause to be furnished to the Agent and (who shall promptly furnish a copy to each of the Banks Lenders) a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requested, will make available to furnish the Agent and (who shall promptly furnish a copy to each of the Banks Lenders) copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each of its Restricted Subsidiaries to operate its Oil and Gas their Properties or cause such Oil and Gas Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company Borrower will and will cause each Subsidiary of its Restricted Subsidiaries to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent extent, in such Person's sole discretion, a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company The Borrower will and will cause each Subsidiary of its Restricted Subsidiaries to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and dischargedto (e) The Agent shall have received, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all within 90 days of the assignmentsClosing Date, deedsevidence in form and substance satisfactory to the Agent that (i) the Borrower has obtained all resolutions, leasesorders, sub-leasesconsents, contracts approvals and agreements affecting authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the perfection of its interests in or its Restricted Subsidiaries' title to their Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for the Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except granted pursuant to the extent a portion Security Instruments, or the transactions contemplated thereby, including but not limited to, approval by the Department of such Natural Resources, Office of Mineral Resources (State Mineral Board) of the State of Louisiana to hold title to their Oil and Gas Properties in which the State of Louisiana is no longer capable the lessor and the United States Department of producing Hydrocarbons Interior, Minerals Management Service to hold title to their Oil and Gas Properties located on the Outer Continental Shelf and (ii) that the Agent has duly perfected Liens on not less than 90% of the value of the Oil and Gas Properties evaluated in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereofthe Initial Reserve Report.

Maintenance, Etc. (a) The Company Borrower shall and shall cause each Subsidiary to: preserve and maintain its corporate existence and all of its material rights, privileges and franchises except for such as are released, surrendered or disposed of in the ordinary course of business and by such release, surrender or disposal does not cause a Material Adverse Effectfranchises; keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities; comply with all Governmental Requirements if failure to comply with such requirements will have a Material Adverse Effect; pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAPmaintained; upon reasonable notice, permit representatives of the Agent or any BankLender (accompanied by the Agent), during normal business hours, to examine, copy and make extracts from its financial books and records, to inspect its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank Lender or the Agent (as the case may be); and keep keep, or cause to be kept, insured by financially sound and reputable insurers all Property of a character usually insured by Persons engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such Persons and carry such other insurance as is usually carried by such Persons including, without limitation, environmental risk insurance to the extent reasonably available. (b) Contemporaneously with the delivery of the financial statements required by Section 8.01(a) to be delivered for each year, the Company Borrower will furnish or cause to be furnished to the Agent and the Banks Lenders a certificate of insurance coverage from the insurer in form and substance satisfactory to the Agent and, if requestedrequested by the Agent, will make available to furnish the Agent and the Banks Lenders copies of the applicable policies at offices of the Companypolicies. (c) The Company Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in a careful good and efficient workmanlike manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements. (d) The Company will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. In a manner consistent with the prudent operator standard, the Company will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect thereto and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Section 9.15 hereof.in