Operation of the Mortgaged Properties. So long as the Secured Obligations or any part thereof remains unpaid, and whether or not Trustor is the operator of the Mortgaged Properties, Trustor shall, at Trustor's own expense:
A. Cause to be paid, promptly as and when due and payable, all rentals and royalties (including shut-in royalties) payable in respect of the Mortgaged Properties, including payments into suspense accounts if appropriate, and all expenses incurred in or arising from the operation or development of the Mortgaged Properties except for those amounts being contested by Trustor in good faith in such manner as not to jeopardize the rights of the Trustee, the Agent and the other Secured Parties in and to the Mortgaged Properties; and
B. Notwithstanding anything in this Section to the contrary, as to any of the Mortgaged Properties which is a working interest operated by a person other than Trustor, Trustor agrees to take all such action and to exercise all rights as are commercially feasible and reasonably available to Trustor (including, but not limited to, all rights of Trustor under any operating agreement) to cause the operator of such property to comply with the covenants and agreements contained herein.
Operation of the Mortgaged Properties. So long as the Indebtedness or any part thereof remains unpaid, and whether or not Mortgagor is the operator of the Mortgaged Properties, Mortgagor shall, at Mortgagor's own expense:
(a) do all things necessary to keep unimpaired Mortgagor's rights in the Mortgaged Properties and not, except in the ordinary course of business, abandon any interest or right in the Mortgaged Properties without the prior written consent of Mortgagee;
(b) cause the Mortgaged Properties to be maintained and continuously operated in a good and workmanlike manner as would a prudent operator, and in accordance with generally accepted practices, applicable operating agreements (including without limitation the Related Agreements), and all applicable laws, rules, regulations and orders of any applicable Governmental Authority, except those being contested by Mortgagor in good faith by appropriate proceedings diligently conducted in such manner as not to jeopardize Mortgagee's rights in and to the Mortgaged Properties;
(c) pay, or cause to be paid, promptly as and when due and payable, all rentals, fees and charges payable in respect of the Mortgaged Properties, and all expenses incurred in or arising from the operation of the Mortgaged Properties;
(d) comply fully with all of the terms and conditions of the Surface Leases, Rights-of Way, Permits and Environmental Permits, Related Agreements, and all other agreements, contracts, or instruments related to the operation of the Systems, and otherwise do all things necessary to keep Mortgagor’s rights and Mortgagee’s interests in the Mortgaged Properties unimpaired;
(e) cause the Stations, Pipelines, Related Facilities and the Real Property to be kept in good and effective operating condition, and all repairs, renewals, replacements, additions, and improvements thereof or thereto, beneficial to the operation of the Systems to be promptly made;
(f) cause the Mortgaged Properties to be kept free and clear of liens, charges, and encumbrances of every character, other than (1) the lien hereof, (2) taxes constituting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges, or encumbrances, to which the Mortgaged Properties were subject when obtained pursuant to the Purchase Agreement, (4) those being contested by Mortgagor in good faith by appropriate proceedings diligently conducted in such manner as not to jeopardize Mortgagee's rights in and to the Mortgaged Properties, and (5) those consented to in writi...
Operation of the Mortgaged Properties. The Borrower shall comply in all material respects with the terms of the Lease. The Lessee shall be permitted to employ a manager for each of the Mortgaged Properties pursuant to the terms of the related Lease. Notwithstanding the foregoing, in the event that a Lease Event of Default shall have occurred under a Lease, the Beneficiary or the Servicer may instruct the Borrower to (i) terminate the Lease with respect to any or all of the Mortgaged Properties and/or (ii) cause the Lessee to terminate the management agreement (to the extent permitted thereunder) with respect to any or all of the Mortgaged Properties, and may designate either a replacement lessee or a property manager, as the case may be, reasonably acceptable to the Beneficiary and willing to operate the Mortgaged Properties pursuant to terms and conditions and pursuant to a Lease or property management agreement approved by the Beneficiary, and the Borrower shall so terminate the Lease(s) and/or cause the Lessee to terminate the management agreement(s) and appoint or cause the appointment of such replacement lessee or property manager. After the Closing Date, the Borrower shall not enter into any lease or property management agreement in respect of any Mortgaged Property unless the following conditions are met:
(a) except in connection with hiring an Affiliate of the Lessee to act as property Manager, the Borrower obtains the Beneficiary's prior written consent, which consent shall be granted if the Rating Agency confirms in writing that such action will not cause a qualification, withdrawal or downgrading of the ratings then maintained by the Rating Agency with respect to the Bonds; and
(b) such replacement lessee or manager executes an agreement substantially similar to the Subordination Agreement.
