ERISA Matters. The Borrower will not # assuming that no portion of the Loans are funded or held with Plan Assets, engage or permit any ERISA Affiliate to engage in any prohibited transaction under ERISA or the Code for which an exemption is not available, or has not previously been obtained from the United States Department of Labor, # fail, or permit any ERISA Affiliate to fail, to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or [Section 302] of ERISA), whether or not waived, # file, or permit any ERISA Affiliate to file, an application for a waiver of the minimum funding standard pursuant to Section 412(c) of the Code or [Section 303(c)] of ERISA with respect to any Pension Plan, # incur, or permit any ERISA Affiliate to incur, any liability under Title IV of ERISA with respect to the termination of any Pension Plan, # fail, or permit any ERISA Affiliate to fail, to make any payments to a Multiemployer Plan that the Borrower or any ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto or incur a complete or partial withdrawal under ERISA by such Multiemployer Plan, # terminate any Pension Plan so as to result in any liability, # permit to exist any occurrence of any “Reportable Event” described in Title IV of ERISA or # permit the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under [Section 4007] of ERISA, upon the Borrower or any ERISA Affiliate.

At each Closing, the applicable Seller shall pay: # the fees of any counsel representing it in connection with this transaction; and # all costs associated with the title matters for which such Seller is obligated or undertakes to cure, including all legal costs in connection therewith and all costs of recording any curative instruments.

Shareholder Matters. Any shareholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the NRS, the Articles of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Series B Preferred Shares may be effected by written consent of the Company’s shareholders or at a duly called meeting of the Company’s shareholders, all in accordance with the applicable rules and regulations of the NRS. This provision is intended to comply with the applicable sections of the NRS permitting shareholder action, approval and consent affected by written consent in lieu of a meeting.

and Gas Properties for which such title curative was requested but upon which Borrower elected not to provide such title curative information, and, within sixty (60) days of such substitution, provide title opinions or title information satisfactory to the Administrative Agent establishing defensible title to the Oil and Gas Properties so substituted.

Other Matters. All other matters as Lender may reasonably require have been completed to its satisfaction.

ERISA Matters. The Borrower will not # assuming that no portion of the Loans are funded or held with Plan Assets, engage or permit any ERISA Affiliate to engage in any prohibited transaction under ERISA or the Code for which an exemption is not available, or has not previously been obtained from the United States Department of Labor, # fail, or permit any ERISA Affiliate to fail, to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or [Section 302] of ERISA), whether or not waived, # file, or permit any ERISA Affiliate to file, an application for a waiver of the minimum funding standard pursuant to Section 412(c) of the Code or [Section 303(c)] of ERISA with respect to any Pension Plan, # incur, or permit any ERISA Affiliate to incur, any liability under Title IV of ERISA with respect to the termination of any Pension Plan, # fail, or permit any ERISA Affiliate to fail, to make any payments to a Multiemployer Plan that the Borrower or any ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto or incur a complete or partial withdrawal under ERISA by such Multiemployer Plan, # terminate any Pension Plan so as to result in any liability, # permit to exist any occurrence of any “Reportable Event” described in Title IV of ERISA or # permit the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under [Section 4007] of ERISA, upon the Borrower or any ERISA Affiliate.

The Company and each Company Subsidiary are in and always have been in compliance in all material respects, with all Environmental Laws.

Curative Advances. If any Default occurs and is not cured by Borrower after notice from Lender within the applicable cure period, if any, or if any Event of Default occurs, then Lender may expend such sums as either shall reasonably deem appropriate to cure or attempt to cure such Default or Event of Default, including, without limitation, Protective Advances; provided, however, no such sum expended by Lender (and no reimbursement thereof by Borrowers) shall be deemed to cure any Event of Default unless Lender shall waive such Event of Default in writing in its sole discretion. Borrowers shall immediately repay all such sums (including, without limitation, Protective Advances) so advanced, which sums shall immediately become part of the Secured Obligations, bear interest at the Default Rate from the date advanced until the date repaid, and be secured by the Collateral.

Tax Matters. To the extent consistent with applicable law, the Company shall not withhold or deduct from any amounts payable under this consulting agreement any amount or amounts in respect of income taxes or other employment taxes of any other nature on your behalf. You will be issued a Form 1099. You shall be solely responsible for the payment of any federal, state, local or other income and/or self-employment taxes in respect of the amounts payable to you under this consulting agreement.

Curative Allocations. The allocations set forth in Paragraph 3.4 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of income, gain, loss or deduction pursuant to this Paragraph. Therefore, notwithstanding any other provisions of this Article III (other than the Regulatory Allocations), the Manager shall make such offsetting special allocations of income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all items were allocated pursuant to Paragraph 3.3 without regard to Paragraph 3.4.