Common use of Operation of Properties and Equipment Clause in Contracts

Operation of Properties and Equipment. (a) Borrower will, and will cause each other Credit Party to, maintain, develop and operate its Mineral Interests in a good and workmanlike manner, and observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties so long as such oil and gas leases are capable of producing Hydrocarbons and accompanying elements in paying quantities, to the extent that the failure to so observe and comply could reasonably be expected to have a Material Adverse Effect. (b) Borrower will, and will cause each other Credit Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a failure to so comply could not reasonably be expected to have a Material Adverse Effect. (c) Borrower will, and will cause each other Credit Party to, maintain, preserve and keep all operating equipment used with respect to its Mineral Interests in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained; provided that, no item of operating equipment need be so repaired, renewed, replaced, added to or improved, if a Credit Party shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Party. (d) With respect to Mineral Interests of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ contractual obligations to maintain, develop and operate the Mineral Interests in accordance with such operating agreements.

Operation of Properties and Equipment. (a) Borrower will, and will cause each other Credit Party to, maintain, develop and operate its Mineral Interests in a good and workmanlike manner, and observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties Mineral Interests so long as such oil and gas leases Mineral Interests are capable of producing Hydrocarbons and accompanying elements in paying quantities, to the extent that the except where such failure to so maintain, develop, operate, observe and or comply could not reasonably be expected to have a Material Adverse Effect. (b) Borrower will, and will cause each other Credit Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests Interest or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a failure to so comply could not reasonably be expected to have a Material Adverse Effect. (c) Borrower will, and will cause each other Credit Party to, at all times maintain, preserve and keep all operating equipment used with respect to its Mineral Interests in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained, except where such failure to comply could not reasonably be expected to have a Material Adverse Effect; provided provided, further that, no item of operating equipment need be so repaired, renewed, replaced, added to or improved, if a Credit Party Borrower shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Party. (d) With respect to Mineral Interests of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ contractual obligations to maintain, develop and operate the Mineral Interests in accordance with such operating agreements.

Operation of Properties and Equipment. (a) Borrower will, and will cause each other Credit Party to, maintain, develop and operate its Mineral Interests in a good and workmanlike manner, and observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties so long as such oil and gas leases are capable of producing Hydrocarbons and accompanying elements in paying quantities, to the extent that the failure to so observe and comply could reasonably be expected to would have a Material Adverse Effect. (b) Borrower will, and will cause each other Credit Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a failure to so comply could would not reasonably be expected to have a Material Adverse Effect. (c) Borrower will, and will cause each other Credit Party to, maintain, preserve and keep all operating equipment used with respect to its Mineral Interests in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained; provided thatprovided, that no item of operating equipment need be so repaired, renewed, replaced, added to or improved, if a Credit Party shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Party. (d) With respect to Mineral Interests of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ contractual obligations to maintain, develop and operate the Mineral Interests in accordance with subject to such operating agreements.

Operation of Properties and Equipment. (a) The Borrower will, and will cause each other Credit Loan Party to, maintain, develop and operate (or use commercially reasonable efforts to cause the operator to maintain and operate to the extent any such Loan Party is not the operator) its Mineral Interests in a good and workmanlike manner, and observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties Mineral Interests so long as such oil and gas leases Mineral Interests are capable of producing Hydrocarbons and accompanying elements in paying quantities, except to the extent that the failure to so observe and comply could would not reasonably be expected to have a Material Adverse Effect. (b) The Borrower will, and will cause each other Credit Loan Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests or the production and sale of Hydrocarbons and accompanying elements therefromtherefrom (including all gas balancing, take or pay, production sales and advance payment arrangements), except to the extent a the failure to so comply could would not reasonably be expected to have a Material Adverse Effect. (c) Subject to Dispositions permitted under the Loan Documents, the Borrower will, and will cause each other Credit Loan Party to, at all times maintain, preserve and keep all operating equipment used with respect material to the conduct of its Mineral Interests business in proper repair, working order and condition, ordinary wear and tear excepted, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained; provided provided, that, no item of operating equipment need be so repaired, renewed, replaced, added to or improved, improved if a Credit Party the Borrower shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Loan Party. (d) With respect to Mineral Interests Promptly notify Administrative Agent of any Credit material claim (or any conclusion by such Loan Party) that such Loan Party which are operated by operators is obligated to account for any royalties, or overriding royalties or other payments out of production, on a basis (other than delivery in kind) less favorable to such Credit PartyLoan Party than proceeds received by Loan Party (calculated at the well) from sale of production. (e) Promptly perform or make reasonable and customary efforts to cause to be performed, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ contractual obligations to maintain, develop and operate the Mineral Interests in accordance with such operating agreementsindustry standards, all material obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Borrowing Base Properties and other material Mineral Interests. (f) To the extent Borrower is not the operator of any Borrowing Base Property, use commercially reasonable efforts to cause the operator to comply with the requirements of this Section 6.18.

Operation of Properties and Equipment. (a) Parent and Borrower will, and will cause each other Credit Party to, maintain, develop and operate its Mineral Interests in a good and workmanlike manner, and observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties Mineral Interests so long as such oil and gas leases Mineral Interests are capable of producing Hydrocarbons and accompanying elements in paying quantities, to the extent that the except where such failure to so observe and comply could reasonably be expected to would not have a Material Adverse Effect. (b) Parent and Borrower will, and will cause each other Credit Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests Interest or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a failure to so comply could would not reasonably be expected to have a Material Adverse Effect. (c) Parent and Borrower will, and will cause each other Credit Party to, at all times maintain, preserve and keep all operating equipment used with respect to its Mineral Interests in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided provided, further that, no item of operating equipment need be so repaired, renewed, replaced, added to or improved, if a Credit Party Borrower shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Party. (d) With respect to Mineral Interests of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ contractual obligations to maintain, develop and operate the Mineral Interests in accordance with such operating agreements.

Operation of Properties and Equipment. (a) the Borrower willwill maintain and operate, and will cause each other Credit Party toof its Subsidiaries to maintain and operate, maintaintheir respective material properties, develop and operate its Mineral Interests including without limitation all of the Borrowing Base Assets, in a good and workmanlike manner, and, (i) with respect to the Oil and Gas Interests, observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties Oil and Gas Interests so long as such oil Oil and gas leases Gas Interests are capable of producing Hydrocarbons and accompanying elements in paying quantities, and (ii) with respect to the extent that the failure to so Coal Interests, observe and comply could reasonably be expected with all of the terms and provisions, express or implied, of all Coal Leases relating to have a Material Adverse Effectsuch Coal Interests so long as such Coal Leases are capable of producing coal and accompanying elements in commercial quantities. (b) The Borrower willwill comply, and will cause each other Credit Party toof its Subsidiaries to comply, comply in all material respects with all contracts and agreements applicable to or relating to its Mineral Interests or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a failure to so comply could not reasonably be expected to have a Material Adverse EffectContracts. (c) The Borrower willwill maintain, preserve and keep, and will cause each other Credit Party to, of its Subsidiaries to maintain, preserve and keep keep, at all operating times, all material equipment used with respect to its Mineral Interests their respective businesses in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained; provided that, that no item of operating equipment need be so repaired, renewed, replaced, added to or improved, if a Credit Party the Borrower shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Partythe Borrower and its Subsidiaries. (d) With respect to Mineral Interests of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ contractual obligations to maintain, develop and operate the Mineral Interests in accordance with such operating agreements.

Operation of Properties and Equipment. (a) The Borrower and Parent will, and will cause each other Credit Party to, maintain, develop and operate (or cause the operator to maintain and operate to the extent any such Credit Party is not the operator) its Mineral Interests in a good and workmanlike manner, and observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties Mineral Interests so long as such oil and gas leases Mineral Interests are capable of producing Hydrocarbons and accompanying elements in paying quantities, except to the extent that the failure to so observe and comply could would not reasonably be expected to have a Material Adverse EffectChange. (b) The Borrower and Parent will, and will cause each other Credit Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a the failure to so comply could would not reasonably be expected to have a Material Adverse Effect. (c) The Borrower and Parent will, and will cause each other Credit Party to, at all times maintain, preserve and keep all operating equipment used with respect material to the conduct of its Mineral Interests business in proper repair, working order and condition, ordinary wear and tear excepted, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained; provided provided, that, no item of operating equipment need be so repaired, renewed, replaced, added to or improvedimproved if the Borrower or Parent, if a Credit Party as applicable, shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Party. (d) With respect to Mineral Interests of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ contractual obligations to maintain, develop and operate the Mineral Interests in accordance with such operating agreements.

Operation of Properties and Equipment. (a) Borrower will, and will cause each other Credit Party to, (i) maintain, develop and operate its Mineral Interests in a good and workmanlike mannerworkmanlike, and careful and efficient, manner in accordance with the practices of the industry, in compliance with all applicable contracts and agreements and in compliance with all Laws, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect, and (ii) observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties Mineral Interests so long as such oil and gas leases Mineral Interests are capable of producing Hydrocarbons and accompanying elements in paying quantities, to the extent that the except where such failure to so observe and comply could reasonably be expected to would not have a Material Adverse Effect. (b) Borrower will, and will cause each other Credit Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a failure to so comply could would not reasonably be expected to have a Material Adverse Effect. (c) Borrower will, and will cause each other Credit Party to, at all times maintain, preserve and keep all operating equipment used with respect to its Mineral Interests in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained, except where such failure to comply would not have a Material Adverse Effect; provided provided, further that, no item of operating equipment need be so repaired, renewed, replaced, added to or improved, if a Credit Party Borrower shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Party. (d) With respect to Mineral Interests of any Borrower will, and will cause each other Credit Party which are operated by operators other than such Credit Partyto, no Credit Party shall promptly perform or make reasonable and customary efforts to cause to be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Partyperformed, but shall be obligated to seek to enforce such operators’ contractual obligations to maintain, develop and operate the Mineral Interests 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 Mineral Interests and other material properties and assets, except where such operating agreementsfailure to perform would not have a Material Adverse Effect. (e) To the extent Borrower or any other Credit Party is not the operator of any property, Borrower shall, and shall cause each other Credit Party to, use reasonable efforts to cause the operator to comply with this Section 8.9.

Operation of Properties and Equipment. (a) Borrower will, and will cause each other Credit Party to, maintain, develop and operate its Mineral Interests in a good and workmanlike manner, and observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties Mineral Interests so long as such oil and gas leases Mineral Interests are capable of producing Hydrocarbons and accompanying elements in paying quantities, to the extent that the except where such failure to so maintain, develop, operate, observe and or comply could not reasonably be expected to have a Material Adverse Effect. (b) Borrower will, and will cause each other Credit Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a failure to so comply could not reasonably be expected to have a Material Adverse Effect. (c) Borrower will, and will cause each other Credit Party to, at all times maintain, preserve and keep all operating equipment used with respect to its Mineral Interests in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained, except where such failure to comply could not reasonably be expected to have a Material Adverse Effect; provided provided, further that, no item of operating equipment need be so repaired, renewed, replaced, added to or improved, if a Credit Party Borrower shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Party. (d) With respect to Mineral Interests of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ contractual obligations to maintain, develop and operate the Mineral Interests in accordance with such operating agreements.

Operation of Properties and Equipment. (a) Each Borrower will, and will cause each other Credit Party to, maintain, develop and operate its Mineral Interests in a good and workmanlike manner, and observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties Mineral Interests so long as such oil and gas leases Mineral Interests are capable of producing Hydrocarbons and accompanying elements in paying quantities, to the extent that the all in accordance with what a prudent operator under similar circumstances would do, except where such failure to so maintain, develop, operate, observe and or comply could not reasonably be expected to have a Material Adverse Effect. (b) Each Borrower will, and will cause each other Credit Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests Interest or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a failure to so comply could not reasonably be expected to have a Material Adverse Effect. (c) Each Borrower will, and will cause each other Credit Party to, at all times maintain, preserve and keep all operating equipment used with respect to its Mineral Interests in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained, all in accordance with what a prudent operator under similar circumstances would do, except where such failure to comply could not reasonably be expected to have a Material Adverse Effect; provided provided, further that, no item of operating equipment need be so repaired, renewed, replaced, added to or improved, if a Credit Party Borrowers shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Party. (d) With respect to Mineral Interests of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ contractual obligations to maintain, develop and operate the Mineral Interests in accordance with such operating agreements.

Operation of Properties and Equipment. (a) Borrower will, and will cause each other Credit Party to, maintain, develop and operate its Mineral Interests in a good and workmanlike manner, and observe and 57 comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties Mineral Interests so long as such oil and gas leases Mineral Interests are capable of producing Hydrocarbons and accompanying elements in paying quantities, to the extent that the except where such failure to so observe and comply could not reasonably be expected to have a Material Adverse Effect. (b) Borrower will, and will cause each other Credit Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests Interest or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a failure to so comply could not reasonably be expected to have a Material Adverse Effect. (c) Borrower will, and will cause each other Credit Party to, at all times maintain, preserve and keep all operating equipment used with respect to its Mineral Interests in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained, except where such failure to comply could not reasonably be expected to have a Material Adverse Effect; provided provided, further that, no item of operating equipment need be so repaired, renewed, replaced, added to or improved, if a Credit Party Borrower shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Party. (d) With respect to Mineral Interests of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ contractual obligations to maintain, develop and operate the Mineral Interests in accordance with such operating agreements.

Operation of Properties and Equipment. (a) Parent and each Borrower will, and will cause each other Credit Party to, maintain, develop and operate its Mineral Interests in a good and workmanlike manner, and observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties so long as such oil and gas leases are capable of producing Hydrocarbons and accompanying elements in paying quantities, to the extent that the failure to so observe and comply could reasonably be expected to have a Material Adverse Effect. (b) Parent and each Borrower will, and will cause each other Credit Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a failure to so comply could not reasonably be expected to have a Material Adverse Effect. (c) Parent and each Borrower will, and will cause each other Credit Party to, at all times maintain, preserve and keep all operating equipment used with respect to its Mineral Interests in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained; provided that, that no item of operating equipment need be so repaired, renewed, replaced, added to or improved, if a Credit Party Borrower shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Party. (d) With respect to Mineral Interests of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 9.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ ' contractual obligations to maintain, develop and operate the Mineral Interests in accordance with subject to such operating agreements.

Operation of Properties and Equipment. (a) Borrower will, and will use reasonable business efforts to cause each other Credit Party any Operator of Borrower’s Mineral Interests to, maintain, develop and operate its Borrower’s Mineral Interests in a good and workmanlike manner, and observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties Mineral Interests so long as such oil and gas leases Mineral Interests are capable of producing Hydrocarbons and accompanying elements in paying quantities, to the extent that the all in accordance with what a prudent operator under similar circumstances would do, except where such failure to so maintain, develop, operate, observe and or comply could not reasonably be expected to have a Material Adverse Effect. (b) Borrower will, and will cause each other Credit Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests Interest or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a failure to so comply could not reasonably be expected to have a Material Adverse Effect. (c) Borrower will, and will cause each other Credit Party to, at all times maintain, preserve and keep all operating equipment used with respect to its Mineral Interests in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained, all in accordance with what a prudent operator under similar circumstances would do, except where such failure to comply could not reasonably be expected to have a Material Adverse Effect; provided provided, further that, no item of operating equipment need be so repaired, renewed, replaced, added to or improved, if a Credit Party Borrower shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Party. (d) With respect to Mineral Interests of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ contractual obligations to maintain, develop and operate the Mineral Interests in accordance with such operating agreements.

Operation of Properties and Equipment. (a) The Borrower will, and will cause each other Credit Loan Party to, maintain, develop and operate (or cause the operator to maintain and operate to the extent any such Loan Party is not the operator) its Mineral Interests Oil and Gas Properties in a good and workmanlike manner, and observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties Oil and Gas Properties so long as such oil Oil and gas leases Gas Properties are capable of producing Hydrocarbons and accompanying elements in paying quantities, except to the extent that the failure to so observe and comply could would not reasonably be expected to have a Material Adverse EffectChange. (b) The Borrower will, and will cause each other Credit Loan Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests Oil and Gas Properties or the production and sale of Hydrocarbons and accompanying elements therefromtherefrom (including all gas balancing, take or pay, production sales and advance payment arrangements), except to the extent a the failure to so comply could would not reasonably be expected to have a Material Adverse Effect. (c) The Borrower will, and will cause each other Credit Loan Party to, at all times maintain, preserve and keep all operating equipment used with respect material to the conduct of its Mineral Interests business in proper repair, working order and condition, ordinary wear and tear excepted, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained; provided provided, that, no item of operating equipment need be so repaired, renewed, replaced, added to or improvedimproved if the Borrower, if a Credit Party as applicable, shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Loan Party. (d) With respect to Mineral Interests Promptly notify the Administrative Agent of any Credit claim (or any conclusion by such Loan Party) that such Loan Party which are operated by operators is obligated to account for any royalties, or overriding royalties or other payments out of production, on a basis (other than delivery in kind) less favorable to such Credit PartyLoan Party than proceeds received by Loan Party (calculated at the well) from sale of production. (e) Promptly perform or make reasonable and customary efforts to cause to be performed, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ contractual obligations to maintain, develop and operate the Mineral Interests 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, except to the extent the failure to so comply would not reasonably be expected to have a Material Adverse Change. (f) Each Loan Party will carry out its sales of production, will operate the Oil and Gas Properties, and will otherwise deal with the Oil and Gas Properties and the production, in such operating agreementsa way that the representations and warranties in Sections 5.18, 5.19 and 5.20 remain true and correct at, and as of, all times that this Agreement is in effect (and not just at, and as of, the times such representations and warranties are made).

Operation of Properties and Equipment. (a) Parent and Borrower will, and will cause each other Credit Party to, maintain, develop and operate its Mineral Interests in a good and workmanlike manner, and observe and comply with all of the terms and provisions, express or implied, of all oil and gas leases relating to such properties so long as such oil and gas leases are capable of producing Hydrocarbons and accompanying elements in paying quantities, to the extent that the failure to so observe and comply could reasonably be expected to have a Material Adverse Effect. (b) Parent and Borrower will, and will cause each other Credit Party to, comply in all respects with all contracts and agreements applicable to or relating to its Mineral Interests or the production and sale of Hydrocarbons and accompanying elements therefrom, except to the extent a failure to so comply could not reasonably be expected to have a Material Adverse Effect. (c) Parent and Borrower will, and will cause each other Credit Party to, at all times maintain, preserve and keep all operating equipment used with respect to its Mineral Interests in proper repair, working order and condition, and make all necessary or appropriate repairs, renewals, replacements, additions and improvements thereto so that the efficiency of such operating equipment shall at all times be properly preserved and maintained; provided that, that no item of operating equipment need be so repaired, renewed, replaced, added to or improved, if a Credit Party Borrower shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of such Credit Party. (d) With respect to Mineral Interests of any Credit Party which are operated by operators other than such Credit Party, no Credit Party shall be obligated itself to perform any undertakings contemplated by the covenants and agreements contained in this Section 8.8 which are performable only by such operators and are beyond the control of such Credit Party, but shall be obligated to seek to enforce such operators’ ' contractual obligations to maintain, develop and operate the Mineral Interests in accordance with subject to such operating agreements.