60 DAYS AFTER THE END OF EACH OF THE FIRST THREE FISCAL QUARTERLY
PERIODS OF EACH FISCAL YEAR OF THE BORROWER, CONSOLIDATED STATEMENTS OF INCOME,
STOCKHOLDERS' EQUITY, CHANGES IN FINANCIAL POSITION AND CASH FLOWS OF THE
BORROWER AND ITS CONSOLIDATED SUBSIDIARIES FOR SUCH PERIOD AND FOR THE PERIOD
FROM THE BEGINNING OF THE RESPECTIVE FISCAL YEAR TO THE END OF SUCH PERIOD, AND
THE RELATED CONSOLIDATED BALANCE SHEETS AS AT THE END OF SUCH PERIOD, AND
SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE CORRESPONDING FIGURES FOR THE
CORRESPONDING PERIOD IN THE PRECEDING FISCAL YEAR, ACCOMPANIED BY THE
CERTIFICATE OF AN AUTHORIZED OFFICER, WHICH CERTIFICATE SHALL STATE THAT SAID
FINANCIAL STATEMENTS FAIRLY PRESENT, IN ALL MATERIAL RESPECTS, THE CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE BORROWER AND ITS
CONSOLIDATED SUBSIDIARIES IN ACCORDANCE WITH GAAP, AS AT THE END OF, AND FOR,
SUCH PERIOD (SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS).
(C)
NOTICE OF DEFAULT, ETC.
PROMPTLY AFTER THE BORROWER KNOWS THAT
ANY DEFAULT OR ANY MATERIAL ADVERSE EFFECT HAS OCCURRED, A NOTICE OF SUCH
DEFAULT, EVENT OF DEFAULT OR MATERIAL ADVERSE EFFECT, DESCRIBING THE SAME IN
REASONABLE DETAIL AND THE ACTION THE BORROWER PROPOSES TO TAKE WITH RESPECT
THERETO.
(D)
OTHER ACCOUNTING REPORTS.
PROMPTLY UPON RECEIPT THEREOF, A COPY
OF EACH OTHER REPORT OR LETTER SUBMITTED TO THE BORROWER OR ANY RESTRICTED
SUBSIDIARY BY INDEPENDENT ACCOUNTANTS IN CONNECTION WITH ANY ANNUAL, INTERIM OR
SPECIAL AUDIT MADE BY THEM OF THE BOOKS OF THE BORROWER AND ITS RESTRICTED
SUBSIDIARIES, AND A COPY OF ANY RESPONSE BY THE BORROWER OR ANY
44
Restricted Subsidiary of the Borrower, or the Board of Directors of the Borrower
or any Restricted Subsidiary of the Borrower, to such letter or report.
(E)
SEC FILINGS, ETC.
PROMPTLY UPON ITS BECOMING AVAILABLE, EACH
FINANCIAL STATEMENT, REPORT, NOTICE OR PROXY STATEMENT SENT BY THE BORROWER TO
STOCKHOLDERS GENERALLY AND EACH REGULAR OR PERIODIC REPORT AND ANY REGISTRATION
STATEMENT, PROSPECTUS OR WRITTEN COMMUNICATION (OTHER THAN TRANSMITTAL LETTERS)
IN RESPECT THEREOF FILED BY THE BORROWER WITH OR RECEIVED BY THE BORROWER IN
CONNECTION THEREWITH FROM ANY SECURITIES EXCHANGE OR THE SEC.
(F)
NOTICES UNDER OTHER LOAN AGREEMENTS.
PROMPTLY AFTER THE
FURNISHING THEREOF, COPIES OF ANY STATEMENT, REPORT OR NOTICE FURNISHED TO ANY
PERSON PURSUANT TO THE TERMS OF ANY INDENTURE, LOAN OR CREDIT OR OTHER SIMILAR
AGREEMENT, OTHER THAN THIS AGREEMENT AND NOT OTHERWISE REQUIRED TO BE FURNISHED
TO THE LENDERS PURSUANT TO ANY OTHER PROVISION OF THIS SECTION 5.1.
(G)
GAS IMBALANCES.
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL
STATEMENTS REQUIRED TO BE DELIVERED PURSUANT TO SECTIONS 5.1(A) AND (B), A
REPORT IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT SETTING
FORTH, ON A NET BASIS, ALL GAS IMBALANCES, TAKE OR PAY OR OTHER PREPAYMENTS WITH
RESPECT TO THE BORROWER'S AND ANY RESTRICTED SUBSIDIARIES' OIL AND GAS
PROPERTIES WHICH WOULD REQUIRE THE BORROWER OR ANY RESTRICTED SUBSIDIARY TO
DELIVER HYDROCARBONS PRODUCED FROM SUCH OIL AND GAS PROPERTIES AT SOME FUTURE
TIME WITHOUT THEN OR THEREAFTER RECEIVING