AND FINANCIAL CONDITION OF THE BORROWER OR ANY SUBSIDIARY
(INCLUDING, WITHOUT LIMITATION, ANY PLAN AND ANY REPORTS OR OTHER INFORMATION
REQUIRED TO BE FILED WITH RESPECT THERETO UNDER THE CODE OR UNDER ERISA), OR
COMPLIANCE WITH THE TERMS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AS THE
ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST.
ANY FINANCIAL STATEMENT REQUIRED TO BE FURNISHED PURSUANT TO SECTION 8.01(A) OR
SECTION 8.01(B) SHALL BE DEEMED TO HAVE BEEN FURNISHED ON THE DATE ON WHICH THE
BORROWER HAS NOTIFIED THE ADMINISTRATIVE AGENT THAT THE PARENT OR THE BORROWER
HAS FILED SUCH FINANCIAL STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
AND SUCH FINANCIAL STATEMENT IS AVAILABLE ON THE EDGAR WEBSITE AT OR
ANY SUCCESSOR GOVERNMENT WEBSITE THAT IS FREELY AND READILY AVAILABLE TO THE
ADMINISTRATIVE AGENT AND THE LENDERS WITHOUT CHARGE.
NOTWITHSTANDING THE
FOREGOING, IF THE ADMINISTRATIVE AGENT REQUESTS THE BORROWER TO FURNISH PAPER
COPIES OF ANY SUCH FINANCIAL STATEMENT, THE BORROWER SHALL DELIVER SUCH PAPER
COPIES TO THE ADMINISTRATIVE AGENT UNTIL THE ADMINISTRATIVE AGENT GIVES WRITTEN
NOTICE TO CEASE DELIVERING SUCH PAPER COPIES.
SECTION 8.02
NOTICES OF MATERIAL EVENTS.
THE
BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT AND EACH LENDER PROMPT WRITTEN
NOTICE OF THE FOLLOWING:
(A)
THE OCCURRENCE OF ANY DEFAULT;
(B)
THE FILING OR COMMENCEMENT OF, OR THE THREAT
IN WRITING OF, ANY ACTION, SUIT, PROCEEDING, INVESTIGATION OR ARBITRATION BY OR
BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST OR AFFECTING THE
BORROWER OR ANY AFFILIATE THEREOF NOT PREVIOUSLY DISCLOSED IN WRITING TO THE
LENDERS OR ANY MATERIAL ADVERSE DEVELOPMENT IN ANY ACTION, SUIT, PROCEEDING,
INVESTIGATION OR ARBITRATION (WHETHER OR NOT PREVIOUSLY DISCLOSED TO THE
LENDERS) THAT, IN EITHER CASE, IF ADVERSELY DETERMINED, COULD REASONABLY BE
EXPECTED TO RESULT IN LIABILITY IN EXCESS OF $250,000, NOT FULLY COVERED BY
INSURANCE, SUBJECT TO NORMAL DEDUCTIBLES; AND
(C)
ANY OTHER DEVELOPMENT THAT RESULTS IN, OR
COULD REASONABLY BE EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT.
Each notice delivered under this Section 8.02 shall be accompanied by a
statement of a Responsible Officer setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken
with respect thereto.
SECTION 8.03
EXISTENCE; CONDUCT OF BUSINESS.
THE
BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, DO OR CAUSE TO BE DONE ALL
THINGS NECESSARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS LEGAL
EXISTENCE AND THE RIGHTS, LICENSES, PERMITS, PRIVILEGES AND FRANCHISES MATERIAL
TO THE CONDUCT OF ITS BUSINESS AND MAINTAIN, IF NECESSARY, ITS QUALIFICATION TO
DO BUSINESS IN EACH OTHER JURISDICTION IN WHICH ITS OIL AND GAS PROPERTIES IS
LOCATED OR THE OWNERSHIP OF ITS PROPERTIES REQUIRES SUCH QUALIFICATION, EXCEPT
WHERE THE FAILURE TO SO QUALIFY COULD NOT REASONABLY
58
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; PROVIDED THAT THE FOREGOING SHALL
NOT PROHIBIT ANY MERGER, CONSOLIDATION, LIQUIDATION OR DISSOLUTION PERMITTED
UNDER SECTION 9.11.
SECTION 8.04
PAYMENT OF OBLIGATIONS.
THE
BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, PAY ITS