AFTER THE REQUIRED LENDERS
REQUEST A RESERVE REPORT, EFFECTIVE AS OF THE DATE ON WHICH THE ADMINISTRATIVE
AGENT REQUESTS SUCH REPORT, A RESERVE REPORT PREPARED BY THE BORROWER IN
SUBSTANTIALLY THE SAME FORM AS THE JANUARY 1 RESERVE REPORT AND CERTIFIED BY A
RESPONSIBLE OFFICER AS TRUE AND CORRECT IN ALL MATERIAL RESPECTS, IN EACH CASE
IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT;
(D)
PROMPTLY UPON THE REQUEST OF THE
ADMINISTRATIVE AGENT, AT THE REQUEST OF ANY LENDER, SUCH COPIES OF ALL
GEOLOGICAL, ENGINEERING AND RELATED DATA CONTAINED IN THE BORROWER'S FILES OR
READILY ACCESSIBLE TO THE BORROWER RELATING TO ITS AND ITS SUBSIDIARIES' OIL AND
GAS PROPERTIES AS MAY REASONABLY BE REQUESTED;
(E)
ON REQUEST BY THE ADMINISTRATIVE AGENT,
BASED UPON THE ADMINISTRATIVE AGENT'S OR THE REQUIRED LENDERS' GOOD FAITH BELIEF
THAT THE BORROWER'S OR ITS SUBSIDIARIES' TITLE TO THE MORTGAGED PROPERTIES OR
THE ADMINISTRATIVE AGENT'S LIEN THEREON IS SUBJECT TO CLAIMS OF THIRD PARTIES,
OR IF REQUIRED BY REGULATIONS TO WHICH THE ADMINISTRATIVE AGENT OR ANY OF THE
LENDERS IS SUBJECT, TITLE AND MORTGAGE LIEN EVIDENCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT COVERING SUCH MORTGAGED PROPERTY AS MAY BE DESIGNATED BY
THE ADMINISTRATIVE AGENT, COVERING THE BORROWER'S OR ITS SUBSIDIARIES' TITLE
THERETO AND EVIDENCING THAT THE OBLIGATIONS ARE SECURED BY LIENS AND SECURITY
INTERESTS AS PROVIDED IN THIS AGREEMENT AND THE SECURITY DOCUMENTS;
(F)
PROMPTLY UPON ITS COMPLETION IN EACH
FISCAL YEAR OF THE BORROWER COMMENCING WITH THE 2008 FISCAL YEAR THROUGH AND
INCLUDING THE 2013 FISCAL YEAR, AND NOT LATER THAN THE DATE ON WHICH YEAR-END
FINANCIAL INFORMATION IS DELIVERED TO THE ADMINISTRATIVE AGENT PURSUANT TO
SECTION 7.1(A), A COPY OF THE ANNUAL BUDGET OF THE BORROWER AND ITS SUBSIDIARIES
ON A CONSOLIDATED BASIS FOR SUCH FISCAL YEAR, PROJECTING TOTAL OIL AND GAS
REVENUE, TOTAL REVENUE, TOTAL OPERATING COSTS AND EXPENSES, CONSOLIDATED NET
INCOME, CONSOLIDATED INTEREST EXPENSE, CONSOLIDATED EBITDA AND TOTAL CAPITAL
EXPENDITURES, BY FISCAL QUARTER;
(G)
SIMULTANEOUSLY WITH TRANSMISSION THEREOF,
SUCH NOTICES, CERTIFICATES, DOCUMENTS AND INFORMATION (OTHER THAN INTEREST RATE
ELECTIONS RELATING TO THE SELECTION OF THE LIBO RATE (AS DEFINED IN THE FIRST
LIEN CREDIT AGREEMENT) AND ROUTINE CORRESPONDENCE AND OTHER COMMUNICATIONS) AS
ANY LOAN PARTY MAY FURNISH THE INDENTURE TRUSTEE OR ANY HOLDERS OF SENIOR NOTES,
THE FIRST LIEN CREDIT AGENT OR ANY FIRST LIEN CREDIT LENDER;
(H)
NO LATER THAN FIVE BUSINESS DAYS PRIOR TO
THE EFFECTIVENESS THEREOF, COPIES OF SUBSTANTIALLY FINAL DRAFTS OF ANY PROPOSED
AMENDMENT, SUPPLEMENT, WAIVER OR OTHER MODIFICATION IN RESPECT OF ANY FIRST LIEN
CREDIT DOCUMENT OR SENIOR NOTE DEBT DOCUMENT, OR ANY AGREEMENTS, INSTRUMENTS OR
OTHER DOCUMENTS IN RESPECT OF THE TERMINATION, REPLACEMENT OR REFINANCING
THEREOF; AND
68
(I)
PROMPTLY, SUCH ADDITIONAL INFORMATION
REGARDING THE BUSINESS, FINANCIAL OR CORPORATE AFFAIRS OF THE BORROWER OR ANY
SUBSIDIARY AS THE ADMINISTRATIVE AGENT, AT THE REQUEST OF ANY LENDER, MAY FROM
TIME TO TIME REASONABLY REQUEST.
7.3
Notices.
Promptly notify the Administrative
Agent and each Lender in writing:
(A)
OF THE OCCURRENCE OF ANY DEFAULT OR EVENT
OF