Common use of Operation of the Mortgaged Property Clause in Contracts

Operation of the Mortgaged Property. Whether or not the Mortgagor is the operator of the Mortgaged Property, the Mortgagor will, at the Mortgagor's own expense, (a) do all things necessary to keep unimpaired the Mortgagor's rights in the Mortgaged Property (subject to any permitted abandonment provisions hereinbelow), (b) use its best efforts to cause the lands described in Exhibit "A" to be maintained, developed, protected against drainage, and continuously operated for the production of hydrocarbons in a good and workmanlike manner as would a prudent operator, and in accordance with generally accepted practices and applicable operating agreements, and (c) cause to be paid, promptly as and when due and payable, all rentals and royalties payable in respect of the Mortgaged Property, and all expenses incurred in or arising from the operation or development of the Mortgaged Property. The Mortgagor will observe and comply with all terms and provisions, express or implied, of the Mineral Properties, and all agreements and contracts of any type relating to the Mortgaged Property, in order to keep the same in full force and effect, including, without limitation, maintenance of productive capacity of each well or unit comprising the Mortgaged Property, and will not, without the prior written consent, which consent shall not be unreasonably withheld, of the Mortgagee, surrender, abandon or release (or otherwise reduce its rights under) any such lease, in whole or in part, so long as any well situated thereon (whether or not such well is located in the Mineral Properties), or located on any unit containing all or any part of such leases, is capable (or is subject to being made capable through drilling, reworking or other operations which it would be economically feasible to conduct) of producing hydrocarbons in commercial quantities (as determined without considering the effect of this Mortgage); provided, however that the Mortgagor may, to the extent expressly required by the terms of any such lease under a "Pugh clause" or similar provision, or to the extent otherwisx xxquired by law, confirm to the lessor thereof that the lease has by its terms terminated as to any specified portion thereof on which no such well exists. Without the express prior written consent of the Mortgagee, which consent shall not be unreasonably withheld, Mortgagor will not abandon or consent to the abandonment of any well producing from the Mortgaged Property (or properties unitized therewith) so long as such well is capable (or is subject to being made capable through drilling, reworking or other operations which it would be commercially feasible to conduct) of producing hydrocarbons in commercial quantities (as determined without considering the effect of this Mortgage but considering the cost of such drilling, reworking and other operations). The Mortgagor will not without the express prior written consent of the Mortgagee, which consent shall not be unreasonably withheld, elect not to participate in a proposed operation on the Mortgaged Property where the effects of such election would be the forfeiture either temporarily (i.e., until a certain sum of money is received out of the forfeited interest) or permanently of any interest in the Mortgaged Property.

Operation of the Mortgaged Property. Whether or not the Mortgagor is the operator of the Mortgaged Property, the Mortgagor will, at the Mortgagor's ’s own expense, (a) do all things necessary to keep unimpaired the Mortgagor's ’s rights in the Mortgaged Property (subject to any permitted abandonment provisions hereinbelow), (b) use its best efforts to cause the lands described in Exhibit "A" A to be maintained, developed, protected against drainage, and continuously operated for the production of hydrocarbons in a good and workmanlike manner as would a prudent operator, and in accordance with generally accepted practices in the field where the Mortgaged Properties are located and applicable operating agreements, and (c) cause to be paid, promptly as and when due and payable, all rentals and royalties payable in respect of the Mortgaged Property, and all expenses incurred in or arising from the operation or development of the Mortgaged Property. The Mortgagor will observe and comply with all terms and provisions, express or implied, of the Mineral Properties, and all agreements and contracts of any type relating to the Mortgaged Property, in order to keep the same in full force and effect, including, without limitation, maintenance of productive capacity of each well or unit comprising the Mortgaged Property, and will not, without the prior written consent, which consent shall not be unreasonably withheld, of the MortgageeLender, surrender, abandon or release (or otherwise reduce its rights under) any such lease, in whole or in part, so long as any well situated thereon (whether or not such well is located in on the Mineral Properties), or located on any unit containing all or any part of such leases, is capable (or is subject to being made capable through drilling, reworking or other operations which it would be economically feasible to conduct) of producing hydrocarbons in commercial quantities (as determined without considering the effect of this MortgageMortgage but considering the cost of such drilling, reworking and other operations); provided, however however, that the Mortgagor may, to the extent expressly required by the terms of any such lease under a "Pugh “Xxxx clause" ” or similar provision, or to the extent otherwisx xxquired otherwise required by law, confirm to the lessor thereof that the lease has by its terms terminated as to any specified portion thereof on which no such well exists. Without the express prior written consent of the Mortgagee, which consent shall not be unreasonably withheldLender, Mortgagor will not abandon or consent to the abandonment of any well producing from the Mortgaged Property (or properties unitized therewith) so long as such well is capable (or is subject to being made capable through drilling, reworking or other operations which it would be commercially feasible to conduct) of producing hydrocarbons in commercial quantities (as determined without considering the effect of this Mortgage but considering the cost of such drilling, reworking and other operations). The Mortgagor will not without the express prior written consent of the Mortgagee, which consent shall not be unreasonably withheld, Lender elect not to participate in a proposed operation on the Mortgaged Property where the effects of such election would be the forfeiture either temporarily (i.e., until a certain sum of money is received out of the forfeited interest) or permanently of any interest in the Mortgaged Property.

Operation of the Mortgaged Property. Whether or not the Mortgagor Borrower is the operator of the Mortgaged Property, the Mortgagor Borrower will, at the Mortgagor's Borrower’s own expense, (a) do all things necessary to keep unimpaired the Mortgagor's Borrower’s rights in the Mortgaged Property (subject to any permitted abandonment provisions hereinbelow), (b) use its best efforts to cause the lands described in Exhibit "A" A to be maintained, developed, protected against drainage, and continuously operated for the production of hydrocarbons in a good and workmanlike manner as would a prudent operator, and in accordance with generally accepted practices and applicable operating agreements, and (c) cause to be paid, promptly as and when due and payable, all rentals and royalties payable in respect of the Mortgaged Property, and all expenses incurred in or arising from the operation or development of the Mortgaged Property. The Mortgagor Borrower will observe and comply with all terms and provisions, express or implied, of the Mineral Properties, and all agreements and contracts of any type relating to the Mortgaged Property, in order to keep the same in full force and effect, including, without limitation, including maintenance of productive capacity of each well or unit comprising the Mortgaged Property, and will not, without the prior written consent, which consent shall not be unreasonably withheld, of the MortgageeLender, surrender, abandon or release (or otherwise reduce its rights under) any such lease, in whole or in part, so long as any well situated thereon (whether or not such well is located in on the Mineral Properties), or located on any unit containing all or any part of such leases, is capable (or is subject to being made capable through drilling, reworking or other operations which it would be economically feasible to conduct) of producing hydrocarbons in commercial quantities (as determined without considering the effect of this MortgageMortgage or the Indebtedness); provided, however however, that the Mortgagor Borrower may, to the extent expressly required by the terms of any such lease under a "Pugh “Xxxx clause" ” or similar provision, or to the extent otherwisx xxquired otherwise required by law, confirm to the lessor thereof that the lease has by its terms terminated as to any specified portion thereof on which no such well exists. Without the express prior written consent of the MortgageeLender, which consent shall not be unreasonably withheld, Mortgagor the Borrower will not abandon or consent to the abandonment of any well producing from the Mortgaged Property (or properties unitized therewith) so long as such well is capable (or is subject to being made capable through drilling, reworking or other operations which it would be commercially feasible to conduct) of producing hydrocarbons in commercial quantities (as determined without considering the effect of this Mortgage or the Indebtedness but considering the cost of such drilling, reworking and other operations). The Mortgagor Borrower will not without the express prior written consent of the Mortgagee, which consent shall not be unreasonably withheld, Lender elect not to participate in a proposed operation on the Mortgaged Property where the effects of such election would be the forfeiture either temporarily (i.e., until a certain sum of money is received out of the forfeited interest) or permanently of any interest in the Mortgaged Property.

Operation of the Mortgaged Property. Whether So long as the Secured Indebtedness or any part thereof remains unpaid, and whether or not the Mortgagor is the operator of the Mortgaged Property, the Mortgagor willshall, at the Mortgagor's ’s own expense, (a) do all things necessary to keep unimpaired the Mortgagor's rights in the Mortgaged Property (expense and subject to any permitted abandonment provisions hereinbelow)the terms of the Loan Documents: maintain, (b) use its best efforts to cause develop and operate the lands described in Exhibit "A" to be maintained, developed, protected against drainage, and continuously operated for the production of hydrocarbons Subject Interests in a good and workmanlike manner as would a prudent operator, and in accordance with generally accepted practices and applicable operating agreements, and (c) cause to be paid, promptly as and when due and payable, all rentals and royalties payable in respect of the Mortgaged Property, and all expenses incurred in or arising from the operation or development of the Mortgaged Property. The Mortgagor will observe and comply with all of the terms and provisions, express or implied, of the Mineral Properties, Oil and all agreements and contracts of any type relating to the Mortgaged Property, Gas Leases in order to keep the same Oil and Gas Leases in full force and effecteffect so long as the Oil and Gas Leases are capable of producing Hydrocarbons and accompanying elements in paying quantities, includingexcept where such failure to comply could not reasonably be expected to have a Material Adverse Effect; comply in all material respects with all contracts and agreements applicable to or relating to the Mortgaged Property or the production and sale of Hydrocarbons therefrom and all applicable proration and conservation Law of the jurisdictions in which the Mortgaged Property is located, without limitationand all applicable Law, maintenance rules and regulations of productive capacity every agency and authority from time to time constituted to regulate the development and operation of each well or unit comprising the Mortgaged Property and the production and sale of Hydrocarbons therefrom, except to the extent a failure to so comply could not reasonably be expected to have a Material Adverse Effect; commence such development as may be reasonably necessary to the prudent and economical operation of the Mortgaged Property, including such work as may be appropriate to protect the Mortgaged Property from diminution in the production capacity thereof and against drainage of Hydrocarbons thereunder by reason of production on other Properties; at all times, maintain, preserve and keep all Operating Equipment 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 that no item of Operating Equipment need be so repaired, renewed, replaced, added to or improved, if the Mortgagor shall in good faith determine that such action is not necessary or desirable for the continued efficient and profitable operation of the business of the Mortgagor, and that the failure to take such action will notnot prejudice the interests of the Mortgagee; not abandon or cease developing, maintaining, operating and producing Hydrocarbons from, or cause or permit its agent to abandon or cease developing, maintaining, operating, and producing Hydrocarbons from, any producing Mortgaged Property without first having undertaken and completed all reasonably prudent measures under the prior written consentcircumstances to restore such producing Mortgaged Property to economic production, and then only if the aggregate projected future ad valorem and severance taxes and operating expenses with respect to said Mortgaged Property exceed the projected future gross revenues attributable thereto; cause the Mortgaged Property to be kept free and clear of all liens, security interests, charges and encumbrances of every character, other than (i) any Permitted Encumbrances and (ii) those hereafter consented to in writing by the Mortgagee; provided that no intention to subordinate the priority of the liens, security interests, and encumbrances granted in favor of the Mortgagee is hereby implied or expressed or is to be inferred by the permitted existence of the liens, security interests and encumbrances referred to in this Section 4.5.6 or elsewhere herein; maintain or cause to be maintained insurance with such insurers, in such amounts and covering such risks as is required by the Credit Agreement; and not sell, convey, trade, exchange, pool or unitize any portion of the Mortgaged Property or any of the Mortgagor’s rights, titles, or interests therein or thereto, except as specifically provided otherwise herein or as expressly permitted under the Credit Agreement; provided, however, that with respect to Mortgaged Property which consent is operated by operators other than the Mortgagor or any Affiliate thereof, the Mortgagor shall not be unreasonably withheld, obligated itself to perform any undertakings contemplated by the covenants and agreements contained herein which are performable only by such operators and are beyond the control of the MortgageeMortgagor; and provided further, surrender, abandon or release (or otherwise reduce its rights under) any such lease, in whole or in part, so long as any well situated thereon (whether or not such well is located in the Mineral Properties), or located on any unit containing all or any part of such leases, is capable (or is subject to being made capable through drilling, reworking or other operations which it would be economically feasible to conduct) of producing hydrocarbons in commercial quantities (as determined without considering the effect of this Mortgage); provided, however that the Mortgagor may, agrees to promptly take all actions available to the extent expressly required by Mortgagor under any operating agreement or otherwise to bring about the terms performance of any such lease under a "Pugh clause" or similar provision, or undertaking required to the extent otherwisx xxquired be performed by law, confirm to the lessor thereof that the lease has by its terms terminated as to any specified portion thereof on which no such well exists. Without the express prior written consent of the Mortgagee, which consent shall not be unreasonably withheld, Mortgagor will not abandon or consent to the abandonment of any well producing from the Mortgaged Property (or properties unitized therewith) so long as such well is capable (or is subject to being made capable through drilling, reworking or other operations which it would be commercially feasible to conduct) of producing hydrocarbons in commercial quantities (as determined without considering the effect of this Mortgage but considering the cost of such drilling, reworking and other operations). The Mortgagor will not without the express prior written consent of the Mortgagee, which consent shall not be unreasonably withheld, elect not to participate in a proposed operation on the Mortgaged Property where the effects of such election would be the forfeiture either temporarily (i.e., until a certain sum of money is received out of the forfeited interest) or permanently of any interest in the Mortgaged Propertyoperators.

Operation of the Mortgaged Property. Whether or not the Mortgagor Borrower is the operator of the Mortgaged Property, the Mortgagor Borrower will, at the MortgagorBorrower's own expense, (a) do all things necessary to keep unimpaired the MortgagorBorrower's rights in the Mortgaged Property (subject to any permitted abandonment provisions hereinbelow), (b) use its best efforts to cause the lands described in Exhibit "A" to be maintained, developed, protected against drainage, and continuously operated for the production of hydrocarbons in a good and workmanlike manner as would a prudent operator, and in accordance with generally accepted practices and applicable operating agreements, and (c) cause to be paid, promptly as and when due and payable, all rentals and royalties payable in respect of the Mortgaged Property, and all expenses incurred in or arising from the operation or development of the Mortgaged Property. The Mortgagor Borrower will observe and comply with all terms and provisions, express or implied, of the Mineral Properties, and all agreements and contracts of any type relating to the Mortgaged Property, in order to keep the same in full force and effect, including, without limitation, maintenance of productive capacity of each well or unit comprising the Mortgaged Property, and will not, without the prior written consent, which consent shall not be unreasonably withheld, of the MortgageeLender, surrender, abandon or release (or otherwise reduce its rights under) any such lease, in whole or in part, so long as any well situated thereon (whether or not such well is located in on the Mineral Properties), or located on any unit containing all or any part of such leases, is capable (or is subject to being made capable through drilling, reworking or other operations which it would be economically feasible to conduct) of producing hydrocarbons in commercial quantities (as determined without considering the effect of this Mortgage); provided, however that the Mortgagor Borrower may, to the extent expressly required by the terms of any such lease under a "Pugh clause" or similar provision, or to the extent otherwisx xxquired by law, confirm to the lessor thereof that the lease has by its terms terminated as to any specified portion thereof on which no such well exists. Without the express prior written consent of the MortgageeLender, which consent shall not be unreasonably withheld, Mortgagor Borrower will not abandon or consent to the abandonment of any well producing from the Mortgaged Property (or properties unitized therewith) so long as such well is capable (or is subject to being made capable through drilling, reworking or other operations which it would be commercially feasible to conduct) of producing hydrocarbons in commercial quantities (as determined without considering the effect of this Mortgage but considering the cost of such drilling, reworking and other operations). The Mortgagor Borrower will not without the express prior written consent of the MortgageeLender, which consent shall not be unreasonably withheld, elect not to participate in a proposed operation on the Mortgaged Property where the effects of such election would be the forfeiture either temporarily (i.e., until a certain sum of money is received out of the forfeited interest) or permanently of any interest in the Mortgaged Property.