Common use of Operation of Mortgaged Property Clause in Contracts

Operation of Mortgaged Property. As long as any of the Obligations remain unpaid, and whether or not Mortgagor is the operator of the Oil and Gas Property, Mortgagor shall (at Mortgagor’s own expense): (a) Do all things necessary to keep Mortgagor’s rights in the Collateral unimpaired; and (b) Not abandon any well or forfeit, surrender, or release any Leases, sublease, farmout, or any operating agreement without Lender’s prior written consent; and (c) Cause the Collateral to be maintained, developed, and protected against drainage and continuously operated for the production of Hydrocarbons in a good and workmanlike manner as a prudent operator would in accordance with generally accepted practices, applicable operating agreements, and all Governmental Requirements; and (d) Promptly pay or cause to be paid when due and owing (and upon request provide Lender with proof of payment) all rentals and royalties payable in respect of the Collateral; all expenses incurred in or arising from the operation or development of the Collateral; and all taxes, assessments, and governmental charges legally imposed upon this Mortgage, upon the Collateral, and upon the interest of Lender; and (e) Cause the Operating Equipment to be kept in good and effective operating condition, ordinary wear and tear excepted, and cause to be made all repairs, renewals, replacements, additions, and improvements thereof or thereto needful to the production of Hydrocarbons from the Oil and Gas Property; and permit Lender (through their agents and employees) to enter upon the Oil and Gas Property for the purpose of investigating and inspecting the conditions and operations of the Collateral; and (f) Cause the Collateral to be kept free and clear of liens, charges, security interests, and encumbrances of every character other than the lien and security interest created by this Mortgage; Permitted Liens (as defined in the Loan Agreement, and including liens and security interests granted to parties under joint operating agreements affecting the Collateral); taxes constituting a lien but not due and payable; defects or irregularities in title which are not such as to interfere materially with the development, operation, or value of the Collateral and not such as to affect materially the title thereto; those set forth or referred to in Exhibit A; those being contested in good faith by Mortgagor and which do not, in the judgment of Lender, jeopardize Lender’s rights in and to the Collateral; and those consented to in writing by Lender; and (g) Carry with standard insurance companies and in amounts satisfactory to Lender the following insurance: workers’ compensation insurance and public liability and property damage insurance in respect of all activities in which Mortgagor might incur liability for death or injury or damage to or destruction of property; and to the extent insurance is carried by others engaged in similar undertakings in the same general areas in which the Collateral is located, well damage and blow out insurance and insurance in respect of the Operating Equipment against loss or damage by fire, lightning, hail, tornado, explosion, and other similar risks. All policies of insurance shall provide for not less than ten days prior written notice to Lender of cancellation, and Lender shall be named as a loss payee of all insurance insuring any of the Operating Equipment against loss or damage. Lender may apply any insurance payments which it receives toward part or full satisfaction of any or all of the Obligations whether or not they are then due.

Operation of Mortgaged Property. As long as any of the Obligations remain unpaid, and whether or not Mortgagor is the operator of the Oil and Gas PropertyProperties, Mortgagor shall (at Mortgagor’s own expense): (a) A. Do all things necessary to keep unimpaired Mortgagor’s rights in the Collateral unimpaired; and (b) Not and not abandon any well or forfeit, surrender, surrender or release any Leasesoil and gas lease, sublease, farmout, sub-lease or farm-out or any rights in the Collateral or enter into any operating agreement without Lenderthe Beneficiary’s prior written consent; and (c) B. Cause the Collateral to be maintained, developed, developed and protected against drainage and continuously operated for the production of Hydrocarbons in a good and workmanlike manner as a prudent operator would in accordance with generally accepted practices, applicable operating agreements, and all Governmental Requirementsapplicable federal, state and local laws, rules and regulations, excepting those being contested in good faith; and (d) C. Promptly pay or cause to be paid when due and owing owing: (and upon request provide Lender with proof of payment1) all rentals and royalties payable in respect of the Collateral; (2) all expenses incurred in or arising from the operation or development of the Collateral; and (3) all taxes, assessments, assessments and governmental government charges legally imposed upon this Mortgageinstrument, upon the Collateral, and upon the interest of LenderBeneficiary or the Trustee, or upon the income and profits from any of the above; and (e) D. Cause the Operating Equipment to be kept in good and effective operating condition, ordinary wear and tear excepted, condition and cause to be made all repairs, renewals, replacements, additions, additions and improvements thereof or thereto needful to the production of Hydrocarbons from the Oil and Gas PropertyProperties; and permit Lender the Trustee and Beneficiary (through their its agents and employees) to enter upon the Oil and Gas Property Properties for the purpose of investigating and inspecting the conditions and operations of the Collateral; and (f) E. Cause the Collateral to be kept free and clear of liens, charges, security interests, and encumbrances of every character other than than: (1) the lien and security interest created by this Mortgageinstrument; Permitted Liens (as defined in the Loan Agreement, and including liens and security interests granted to parties under joint operating agreements affecting the Collateral); 2) taxes constituting a lien but not due and payable; (3) defects or irregularities in title title, and liens, security interests, charges or encumbrances which are not such as to interfere materially with the development, operation, operation or value of the Collateral and not such as to affect materially the title thereto; those set forth or referred to in Exhibit A; (4) those being contested in good faith by Mortgagor and which do not, in such manner as not to jeopardize the judgment of Lender, jeopardize LenderTrustee’s rights in and to the Collateral; and those consented to in writing by Lenderthe Beneficiary; and (g) F. Carry with standard insurance companies and in amounts satisfactory to Lender the Beneficiary the following insurance: workers’ (1) workmen’s compensation insurance and public liability and property damage insurance in respect of all activities in which the Mortgagor might incur personal liability for the death or injury of an employee or third person, or damage to or destruction of another’s property; and (2) to the extent such insurance is carried by others other engaged in similar undertakings in the same general areas area in which the Collateral is located, well damage and blow out insurance and insurance in respect of the Operating Equipment against loss or damage by fire, lightninglightening, hail, tornado, explosion, explosion and other similar risks. All policies of insurance shall will provide for not less than ten days the maximum prior written notice to Lender Beneficiary of cancellation, and Lender shall be named as a loss payee of all cancellation which the insurance insuring any of the Operating Equipment against loss or damagecompany will provide. Lender Beneficiary may apply any proceeds of such insurance payments which it receives may receive toward part or full satisfaction of any or all of the Obligations secured hereby whether or not they are then duedue and owing.

Operation of Mortgaged Property. As long as any of the Obligations remain unpaidthis instrument has not been released in accordance with Section 9.5, and whether or not Mortgagor is the operator of all or any part of the Oil and Gas Property, Mortgagor shall (shall, at Mortgagor’s 's own expense):: (a) Do comply, or cause the operator to comply, fully with all of the terms and conditions of all leases, mineral agreements and other instruments of title described in Exhibit A and all rights-of-way, easements and privileges necessary for the proper operation of such leases and instruments, and otherwise do all things necessary to keep Mortgagor’s 's rights and Debenture Mortgagees' interest in the Collateral unimpaired; and; (b) Not except to the extent a prudent operator would do so, not abandon any well which is producing or capable of production or forfeit, surrender, surrender or release any Leaseslease, sublease, farmout, mineral agreement or farmout or any operating agreement or other agreement or instrument comprising or affecting the Oil and Gas Property without Lender’s Debenture Mortgagees's prior written consent; and, which consent shall not be withheld unreasonably; (c) Cause cause the Collateral Oil and Gas Property to be maintained, developed, developed and protected against drainage and continuously operated for the production of Hydrocarbons in a good and workmanlike manner as a prudent operator would in accordance with generally accepted practices, applicable operating agreements, agreements and all Governmental Requirements; andapplicable federal, state, tribal and local laws, rules, regulations and orders; (d) Promptly promptly pay or cause to be paid when due and owing (and upon request provide Lender with proof of payment) all rentals rentals, other payments and royalties payable in respect of the CollateralOil and Gas Property, if any; all expenses incurred in or arising from the operation or development of the Collateral; and all taxes, assessments, assessments and governmental charges legally imposed upon this Mortgage, upon the Collateral, and upon the interest of Lender; andCollateral or Mortgagor; (e) Cause cause the Operating Equipment to be kept in good and effective operating condition, ordinary wear and tear excepted, condition and cause to be made all repairs, renewals, replacements, additions, additions and improvements thereof or thereto needful to necessary or appropriate for the production of Hydrocarbons from the Oil and Gas Property; Property and permit Lender the Debenture Mortgagees (through their its agents and employees) ), upon reasonable prior notice and during normal business hours, to enter upon the Oil and Gas Property for the purpose of investigating and inspecting the conditions condition and operations operation of the Collateral; and; (f) Cause cause the Collateral to be kept free and clear of liens, charges, security interests, encumbrances, adverse claims and encumbrances title defects of every character other than (i) the lien and security interest created by this Mortgage; Permitted Liens instrument, (as defined in the Loan Agreement, and including liens and security interests granted to parties under joint operating agreements affecting the Collateral); ii) taxes constituting a lien but not due and payable; , (iii) defects or irregularities in title which are not such as to interfere materially with the development, operation, operation or value of the Collateral and not such as to materially affect materially the title thereto; , (iv) those set forth or referred to in Exhibit A; A hereto, (v) those being contested in good faith by Mortgagor and which do notxxx, in xx the judgment of LenderDebenture Mortgagees, jeopardize Lender’s the Debenture Mortgagees's rights in and to the Collateral; , and (vi) those consented to in writing by LenderDebenture Mortgagees; provided, however, that Debenture Mortgagees may take such reasonable independent action in connection with any such matters affecting the Collateral as it deems advisable, and all costs and expenses thereof, including, without limitation, attorneys' fees incurred by Debenture Mortgagees in taking such action, shall be part of the Obligations hereunder; (g) defend, indemnify and hold harmless the Debenture Mortgagees and other Secured Parties, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of or noncompliance with any Environmental Laws applicable to the properties owned or operated by the Mortgagor, or any orders, requirements or demands of governmental authorities related thereto, including, without limitation, attorney's and consultant's fees, investigation and laboratory fees, environmental response and cleanup costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor; and (gh) Carry with standard insurance companies execute, acknowledge and in amounts satisfactory deliver to Lender the following insurance: workers’ compensation insurance Debenture Mortgagees such other and public liability further instruments and property damage insurance in respect of all activities in which Mortgagor might incur liability for death or injury or damage to or destruction of property; and to the extent insurance is carried by others engaged in similar undertakings do such other acts as in the same general areas in which opinion of Debenture Mortgagees are necessary or desirable to effect the Collateral is locatedintent of this instrument or otherwise protect and preserve the interests of Debenture Mortgagees hereunder, well damage and blow out insurance and insurance in respect promptly upon request of the Operating Equipment against loss or damage by fire, lightning, hail, tornado, explosion, and other similar risks. All policies of insurance shall provide for not less than ten days prior written notice to Lender of cancellation, and Lender shall be named as a loss payee of all insurance insuring any of the Operating Equipment against loss or damage. Lender may apply any insurance payments which it receives toward part or full satisfaction of any or all of the Obligations whether or not they are then dueDebenture Mortgagees.

Operation of Mortgaged Property. As So long as the Indebtedness or any of the Obligations remain part thereof remains unpaid, and whether or not Mortgagor is the operator of the Oil and Gas Mortgaged Property, Mortgagor shall (shall, at Mortgagor’s 's own expense):: (a) Do all things necessary to keep unimpaired in all material respects Mortgagor’s 's rights and remedies in or under the Mortgaged Property and shall not, except in the Collateral unimpaired; and (b) Not ordinary course of business as a reasonably prudent operator would do under similar circumstances, abandon any well or forfeit, surrender, release or release default under any Lease or any Production Sale Contract, or consent to any of the foregoing, directly or indirectly; (b) Perform or cause to be performed, each and all covenants, agreements, terms, conditions and limitations imposed upon Mortgagor or its predecessors in interest and expressly contained in (i) the Leases, subleasethe operating agreements governing any of the Leases, farmoutany Production Sale Contract, or any instrument or document relating thereto, and (ii) any assignment or other form of conveyance, under or through which the Leases or an undivided interest therein are now held, except where the failure to so perform, individually or in the aggregate, will not have a Material Adverse Effect, and to perform or cause to be performed all implied covenants and obligations imposed upon Mortgagor in connection with the Leases, the operating agreement without Lender’s prior written consent; andagreements governing any of the Leases, any Production Sale Contract or any document or instrument relating thereto, except where the failure to so perform, individually or in the aggregate, will not have a Material Adverse Effect; (c) Cause Cause, or in the Collateral event Mortgagor is not the operator of the Subject Interests, use reasonable efforts to cause, the Subject Interests to be maintained, developed, and protected against drainage drainage, and continuously operated for the production of Hydrocarbons in a good and workmanlike manner as would a prudent operator would and in accordance compliance with generally accepted practices, all applicable operating agreements, agreements and all Governmental Requirements; andcontracts; (d) Promptly pay or Except to the extent such amounts are being contested in good faith and by appropriate proceedings, cause to be paid paid, promptly as and when due and owing payable, (and upon request provide Lender with proof of paymenti) all rentals, delay rentals and royalties and indebtedness payable in respect of the Collateral; Subject Interests, and all expenses incurred in or arising from the operation or development of the Collateral; Subject Interests and (ii) all taxesamounts due and payable in accordance with the terms of each Production Sale Contract, assessments, other than such amounts which Mortgagor is diligently contesting in good faith and governmental charges legally imposed upon this Mortgage, upon the Collateral, and upon the interest of Lender; andby appropriate proceedings; (e) Cause Cause, or in the event Mortgagor is not the operator of the Subject Interests, use reasonable efforts to cause, the Operating Equipment to be kept in good and effective operating condition, ordinary wear and tear excepted, and cause to be made all repairs, renewals, replacements, additions, additions and improvements thereof or thereto needful thereto, necessary to the production of Hydrocarbons from the Oil and Gas Property; and permit Lender (through their agents and employees) Subject Interests to enter upon the Oil and Gas Property for the purpose of investigating and inspecting the conditions and operations of the Collateral; andbe promptly made; (f) Cause the Collateral Mortgaged Property or any part thereof or the rents, issues, revenues, profits and other income therefrom to be kept free and clear of all liens, charges, security interests, interests and encumbrances of every character character, other than the lien and security interest created by this Mortgage; Permitted Liens (as defined in the Loan Agreement, and including liens and security interests granted to parties under joint operating agreements affecting the Collateral); taxes constituting a lien but not due and payable; defects or irregularities in title which are not such as to interfere materially with the development, operation, or value of the Collateral and not such as to affect materially the title thereto; those set forth or referred to in Exhibit A; those being contested in good faith by Mortgagor and which do not, in the judgment of Lender, jeopardize Lender’s rights in and to the Collateral; and those consented to in writing by LenderEncumbrances; and (g) Carry with standard insurance companies and in amounts satisfactory Deliver, or cause to Lender the following insurance: workers’ compensation insurance and public liability and property damage insurance in respect be delivered, to Mortgagees a copy of all activities in which Mortgagor might incur liability for death any notice, demand or injury or damage to or destruction of property; and other material communication from any other party to the extent insurance is carried by others engaged in similar undertakings in Leases, the same general areas in which the Collateral is located, well damage and blow out insurance and insurance in respect of the Operating Equipment against loss or damage by fire, lightning, hail, tornado, explosion, and other similar risks. All policies of insurance shall provide for not less than ten days prior written notice to Lender of cancellation, and Lender shall be named as a loss payee of all insurance insuring operating agreements governing any of the Operating Equipment against loss Leases described in Exhibit A attached hereto or damage. Lender may apply any insurance payments which it receives toward part Production Sale Contract relating to any alleged, potential or full satisfaction actual material breach thereunder or material breach of any or all of the Obligations whether covenants, agreements, terms, or not they are then duelimitations thereof which would have a Material Adverse Effect on the rights of Mortgagor thereunder.

Operation of Mortgaged Property. As So long as the Indebtedness or any of the Obligations remain part thereof remains unpaid, and whether or not Mortgagor is the operator of the Oil and Gas Mortgaged Property, Mortgagor shall (shall, at Mortgagor’s 's own expense):: (a) Do do all things necessary to keep unimpaired Mortgagor’s 's rights and remedies in or under the Mortgaged Property and, except as otherwise permitted hereby or in the Collateral unimpaired; and Loan Agreement, shall not (bi) Not abandon any well or forfeit, surrender, release or release default under (other than any default that, individually or in the aggregate with all other such defaults, would not have a material adverse effect on Mortgagor's business) any Lease or any Production Sale Contract (except to the extent that any such Production Sale Contract constitutes a Receivable), or in the event Mortgagor is not the operator, shall use its best efforts to prevent any of the above, unless undertaken in the ordinary course of business or (ii) abandon, sell, convey, assign, lease or otherwise transfer any right, title or interest of Mortgagor under the Production Sale Contracts (except to the extent that such Production Sales Contracts constitute Receivables), or consent to any of the foregoing, directly or indirectly; (b) except as otherwise permitted in the Loan Agreement, perform or cause to be performed, except where any failure to so perform or cause to be performed would not, individually or in the aggregate with all other such failures, have a material adverse effect or Mortgagor's business, each and all covenants, agreements, terms, conditions and limitations imposed upon Mortgagor or its predecessors in interest and expressly contained in (i) the Leases, subleaseany Production Sale Contract, farmoutand any instrument or document relating thereto, and (ii) any assignment or other form of conveyance, under or through which the Leases or an undivided interest therein are now held, and perform or cause to be performed all implied covenants and obligations imposed upon Mortgagor in connection with the Leases, any Production Sale Contract or any operating agreement without Lender’s prior written consent; anddocument or instrument relating thereto; (c) Cause cause, or in the Collateral event Mortgagor is not the operator of the Subject Interests, use its best efforts to cause, the Subject Interests to be maintained, developed, and protected against drainage drainage, and continuously operated for the production of Hydrocarbons Hydrocarbons, helium and/or other minerals, as applicable, in a good and workmanlike manner as would be operated by a prudent operator would and in accordance compliance with generally accepted practices, all applicable operating agreementsagreements and contracts, and all Governmental Requirements; and (d) Promptly pay or cause to be paid when due applicable federal, state and owing (local laws, rules and upon request provide Lender with proof of payment) all rentals and royalties payable in respect of the Collateral; all expenses incurred in or arising from the operation or development of the Collateral; and all taxesregulations, assessments, and governmental charges legally imposed upon this Mortgage, upon the Collateral, and upon the interest of Lender; and (e) Cause the Operating Equipment to be kept in good and effective operating condition, ordinary wear and tear excepted, and cause to be made all repairs, renewals, replacements, additions, and improvements thereof or thereto needful to the production of Hydrocarbons from the Oil and Gas Property; and permit Lender (through their agents and employees) to enter upon the Oil and Gas Property for the purpose of investigating and inspecting the conditions and operations of the Collateral; and (f) Cause the Collateral to be kept free and clear of liens, charges, security interests, and encumbrances of every character other than the lien and security interest created by this Mortgage; Permitted Liens (as defined in the Loan Agreement, and including liens and security interests granted to parties under joint operating agreements affecting the Collateral); taxes constituting a lien but not due and payable; defects or irregularities in title which are not such as to interfere materially with the development, operation, or value of the Collateral and not such as to affect materially the title thereto; those set forth or referred to in Exhibit A; those being contested in good faith by Mortgagor and which do not, in the judgment of Lender, jeopardize Lender’s rights in and to the Collateral; and those consented to in writing by Lender; and (g) Carry with standard insurance companies and in amounts satisfactory to Lender the following insurance: workers’ compensation insurance and public liability and property damage insurance in respect of all activities in which Mortgagor might incur liability for death or injury or damage to or destruction of property; and to the extent insurance is carried by others engaged in similar undertakings in the same general areas in which the Collateral is located, well damage and blow out insurance and insurance in respect of the Operating Equipment against loss or damage by fire, lightning, hail, tornado, explosion, and other similar risks. All policies of insurance shall provide for not less than ten days prior written notice to Lender of cancellation, and Lender shall be named as a loss payee of all insurance insuring any of the Operating Equipment against loss or damage. Lender may apply any insurance payments which it receives toward part or full satisfaction of any or all of the Obligations whether or not they are then due.excepting those

Operation of Mortgaged Property. As long as any of the Obligations remain unpaid, and whether or not Mortgagor is the operator of the Oil and Gas Property, Mortgagor shall (at Mortgagor’s 's own expense):): 67231.1[August 9, 2001] (a) Do all things necessary to keep Mortgagor’s 's rights in the Collateral unimpaired; and (b) Not abandon any well or forfeit, surrender, or release any Leaseslease, sublease, farmout, or any operating agreement without Lender’s 's prior written consent; and (c) Cause the Collateral to be maintained, developed, and protected against drainage and continuously operated for the production of Hydrocarbons in a good and workmanlike manner as a prudent operator would in accordance with generally accepted practices, applicable operating agreements, and all Governmental Requirements; and (d) Promptly pay or cause to be paid when due and owing (and upon request provide Lender with proof of payment) all rentals and royalties payable in respect of the Collateral; all expenses incurred in or arising from the operation or development of the Collateral; and all taxes, assessments, and governmental charges legally imposed upon this Mortgageinstrument, upon the Collateral, and upon the interest of LenderLender or of the Trustee; and (e) Cause the Operating Equipment to be kept in good and effective operating condition, ordinary wear and tear excepted, condition and cause to be made all repairs, renewals, replacements, additions, and improvements thereof or thereto needful to the production of Hydrocarbons from the Oil and Gas Property; and permit the Trustee and Lender (through their agents and employees) to enter upon the Oil and Gas Property for the purpose of investigating and inspecting the conditions and operations of the Collateral; and (f) Cause the Collateral to be kept free and clear of liens, charges, security interests, and encumbrances of every character other than the lien and security interest created by this Mortgage; Permitted Liens (as defined in the Loan Agreement, and including liens and security interests granted to parties under joint operating agreements affecting the Collateral)instrument; taxes constituting a lien but not due and payable; defects or irregularities in title which are not such as to interfere materially with the development, operation, or value of the Collateral and not such as to affect materially the title thereto; those set forth or referred to in Exhibit A; those being contested in good faith by Mortgagor and which do not, in the judgment of Lender, jeopardize the Trustee's and Lender’s 's rights in and to the Collateral; and those consented to in writing by Lender; and (g) Carry with standard insurance companies and in amounts satisfactory to Lender the following insurance: workers’ ' compensation insurance and public liability and property damage insurance in respect of all activities in which Mortgagor might incur liability for death or injury or damage to or destruction of property; and to the extent insurance is carried by others engaged in similar undertakings in the same general areas in which the Collateral is located, well damage and blow out insurance and insurance in respect of the Operating Equipment against loss or damage by fire, lightning, hail, tornado, explosion, and other similar risks. All policies of insurance shall provide for not less than ten days prior written notice to Lender of cancellation, and Lender shall be named as a loss payee of all insurance insuring any of the Operating Equipment against loss or damage. Lender may apply any insurance payments which it receives toward part or full satisfaction of any or all of the Obligations whether or not they are then due.

Operation of Mortgaged Property. As long as any of the Obligations remain unpaid, and whether or not Mortgagor is the operator of the Oil and Gas Property, Mortgagor shall (at Mortgagor’s 's own expense):): 67238.1[August 9, 2001] (a) Do all things necessary to keep Mortgagor’s 's rights in the Collateral unimpaired; and (b) Not abandon any well or forfeit, surrender, or release any Leaseslease, sublease, farmout, or any operating agreement without Lender’s 's prior written consent; and (c) Cause the Collateral to be maintained, developed, and protected against drainage and continuously operated for the production of Hydrocarbons in a good and workmanlike manner as a prudent operator would in accordance with generally accepted practices, applicable operating agreements, and all Governmental Requirements; and (d) Promptly pay or cause to be paid when due and owing (and upon request provide Lender with proof of payment) all rentals and royalties payable in respect of the Collateral; all expenses incurred in or arising from the operation or development of the Collateral; and all taxes, assessments, and governmental charges legally imposed upon this Mortgageinstrument, upon the Collateral, and upon the interest of LenderLender or of the Trustee; and (e) Cause the Operating Equipment to be kept in good and effective operating condition, ordinary wear and tear excepted, condition and cause to be made all repairs, renewals, replacements, additions, and improvements thereof or thereto needful to the production of Hydrocarbons from the Oil and Gas Property; and permit the Trustee and Lender (through their agents and employees) to enter upon the Oil and Gas Property for the purpose of investigating and inspecting the conditions and operations of the Collateral; and (f) Cause the Collateral to be kept free and clear of liens, charges, security interests, and encumbrances of every character other than the lien and security interest created by this Mortgage; Permitted Liens (as defined in the Loan Agreement, and including liens and security interests granted to parties under joint operating agreements affecting the Collateral)instrument; taxes constituting a lien but not due and payable; defects or irregularities in title which are not such as to interfere materially with the development, operation, or value of the Collateral and not such as to affect materially the title thereto; those set forth or referred to in Exhibit A; those being contested in good faith by Mortgagor and which do not, in the judgment of Lender, jeopardize the Trustee's and Lender’s 's rights in and to the Collateral; and those consented to in writing by Lender; and (g) Carry with standard insurance companies and in amounts satisfactory to Lender the following insurance: workers’ ' compensation insurance and public liability and property damage insurance in respect of all activities in which Mortgagor might incur liability for death or injury or damage to or destruction of property; and to the extent insurance is carried by others engaged in similar undertakings in the same general areas in which the Collateral is located, well damage and blow out insurance and insurance in respect of the Operating Equipment against loss or damage by fire, lightning, hail, tornado, explosion, and other similar risks. All policies of insurance shall provide for not less than ten days prior written notice to Lender of cancellation, and Lender shall be named as a loss payee of all insurance insuring any of the Operating Equipment against loss or damage. Lender may apply any insurance payments which it receives toward part or full satisfaction of any or all of the Obligations whether or not they are then due.