OR ALLEGED EXISTENCE OF A VIOLATION BY ANY CREDIT
PARTY OF ANY APPLICABLE ENVIRONMENTAL LAW, WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, (II) ANY RELEASE BY ANY CREDIT PARTY OF ANY
HAZARDOUS MATERIALS INTO THE ENVIRONMENT WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, (III) THE COMMENCEMENT BY ANY CREDIT PARTY OF
ANY CLEANUP OF ANY HAZARDOUS MATERIALS, WHICH COULD REASONABLY BE EXPECTED TO
RESULT IN COSTS TO A CREDIT PARTY IN EXCESS OF $2,000,000 ABOVE INSURANCE
COVERAGE, (IV) ANY PENDING LEGISLATIVE OR THREATENED GOVERNMENTAL PROCEEDING FOR
THE TERMINATION, SUSPENSION OR NON-RENEWAL OF ANY PERMIT OF ANY CREDIT PARTY
REQUIRED UNDER ANY APPLICABLE ENVIRONMENTAL LAW, WHICH TERMINATION, SUSPENSION
OR NON-RENEWAL COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT,
OR (V) ANY PROPERTY OF ANY CREDIT PARTY THAT IS OR WILL BE SUBJECT TO A LIEN
IMPOSED PURSUANT TO ANY ENVIRONMENTAL LAW, A CERTIFICATE OF A RESPONSIBLE
OFFICER SPECIFYING THE NATURE AND PERIOD OF EXISTENCE OF ANY SUCH CONDITION OR
EVENT, OR SPECIFYING THE NOTICE GIVEN OR ACTION TAKEN BY SUCH HOLDER OR PERSON,
AND WHAT ACTION THE APPLICABLE CREDIT PARTY HAS TAKEN, IS TAKING OR PROPOSES TO
TAKE WITH RESPECT THERETO
(H)
BUDGET. WITHIN SIXTY (60) DAYS AFTER THE CONCLUSION OF EACH FISCAL
YEAR, BORROWER'S ANNUAL OPERATING AND CAPITAL EXPENDITURE BUDGETS, AND FINANCIAL
FORECASTS, INCLUDING CASH FLOW PROJECTIONS COVERING PROPOSED FUNDINGS,
REPAYMENTS, ADDITIONAL ADVANCES, INVESTMENTS AND OTHER CASH RECEIPTS AND
DISBURSEMENTS, EACH FOR THE FOLLOWING FISCAL YEAR IN A FORMAT REASONABLY
CONSISTENT WITH PROJECTIONS, BUDGETS AND FORECASTS THERETOFORE PROVIDED TO
LENDERS, AND PROMPTLY FOLLOWING THE PREPARATION THEREOF, MATERIAL UPDATES TO ANY
OF THE FOREGOING FROM TIME TO TIME PREPARED BY MANAGEMENT OF BORROWER;
47
(I)
ANNUAL RESERVE REPORT. PRIOR TO APRIL 1 OF EACH YEAR, COMMENCING
THE FIRST SUCH DAY AFTER THE CLOSING DATE, A RESERVE REPORT EFFECTIVE AS OF
DECEMBER 31 OF THE PRECEDING YEAR, PREPARED BY INDEPENDENT PETROLEUM ENGINEERS
CHOSEN BY BORROWER AND REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT, CONCERNING
ALL OIL AND GAS PROPERTIES OWNED BY ANY CREDIT PARTY WHICH ARE LOCATED IN THE
UNITED STATES AND WHICH HAVE ATTRIBUTABLE TO THEM PROVED RESERVES. THE REPORT
SHALL (I) BE IN FORM REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT, (II) TAKE
INTO ACCOUNT ANY "OVER-PRODUCED" STATUS UNDER GAS BALANCING ARRANGEMENTS, (III)
CONTAIN INFORMATION AND ANALYSIS SUFFICIENT TO ENABLE BORROWER TO MEET THE
REPORTING REQUIREMENTS CONCERNING OIL AND GAS RESERVES CONTAINED IN REGULATIONS
S-K AND SX PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION AND (IV)
DISTINGUISH (OR BE DELIVERED TOGETHER WITH A CERTIFICATE FROM AN APPROPRIATE
OFFICER OF BORROWER WHICH DISTINGUISHES) THOSE OIL AND GAS PROPERTIES TREATED IN
THE REPORT THAT ARE COLLATERAL FROM THOSE OIL AND GAS PROPERTIES IN THE REPORT
THAT ARE NOT, WHICH REPORT SHALL BE ACCOMPANIED BY A REPORT DETAILING THE SWAP
CONTRACTS OF THE CREDIT PARTIES RELATING TO COMMODITY PRICES THAT ARE THEN
CURRENTLY IN EFFECT;
(J)
INTERIM RESERVE REPORT. (I) PRIOR TO OCTOBER 1 OF EACH YEAR,
COMMENCING THE FIRST SUCH DAY AFTER THE CLOSING DATE,