CLOSE OF EACH OF THE FIRST THREE QUARTERLY PERIODS, A COPY OF THE
UNAUDITED CONSOLIDATED BALANCE SHEET OF THE BORROWER AS OF THE END OF SUCH
QUARTER AND THE RELATED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED
EARNINGS, COMPREHENSIVE INCOME AND CASH FLOWS FOR THE PERIOD COMMENCING ON THE
FIRST DAY AND ENDING ON THE LAST DAY OF SUCH PERIOD, SETTING FORTH IN EACH CASE
IN COMPREHENSIVE FORM THE FIGURES FOR THE COMPARABLE PERIOD IN THE PREVIOUS
FISCAL YEAR AND CERTIFIED BY A RESPONSIBLE OFFICER AS FAIRLY PRESENTING IN ALL
MATERIAL RESPECTS, IN ACCORDANCE WITH GAAP (SUBJECT TO NORMAL AND RECURRING
YEAR-END AUDIT ADJUSTMENTS), THE CONSOLIDATED FINANCIAL POSITION OF THE BORROWER
AND THE RESTRICTED SUBSIDIARIES AT THE END OF SUCH PERIODS AND THE RESULTS OF
THEIR OPERATIONS AND THEIR CASH FLOWS.
7.2
Certificates; Other Production and Reserve
Information.
In the case of the Borrower, furnish to the Administrative Agent,
who will make available to each Lender:
(A)
AS SOON AS AVAILABLE, BUT NOT LATER THAN 60
DAYS AFTER THE CLOSE OF EACH QUARTER, A QUARTERLY STATUS REPORT IN A FORM
REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, AS OF THE LAST DAY OF THE
IMMEDIATELY PRECEDING QUARTER;
(B)
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTIONS 7.1(A) AND (B), A COMPLIANCE
CERTIFICATE OF A RESPONSIBLE OFFICER OF THE BORROWER (I) CERTIFYING THAT NO
EVENT OF DEFAULT OR DEFAULT HAS OCCURRED OR, IF AN EVENT OF DEFAULT OR DEFAULT
HAS OCCURRED, SPECIFYING THE NATURE AND EXTENT THEREOF AND ANY CORRECTIVE ACTION
TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT THERETO, (II) SETTING FORTH A TRUE
AND COMPLETE LIST AS OF THE LAST DAY OF THE MOST RECENTLY COMPLETED FISCAL
QUARTER OF ALL HEDGING AGREEMENTS OF THE BORROWER AND THE RESTRICTED
SUBSIDIARIES, THE MATERIAL TERMS THEREOF (INCLUDING THE TYPE, TERM, EFFECTIVE
DATE, TERMINATION DATE, NOTIONAL AMOUNTS OR VOLUMES AND THE PERCENTAGE OF THE
PROJECTED OIL AND GAS PRODUCTION SUBJECT TO SUCH HEDGING AGREEMENTS), THE NET
MARK-TO-MARKET VALUE THEREOF, ANY NEW CREDIT SUPPORT AGREEMENTS RELATING THERETO
NOT PREVIOUSLY DISCLOSED IN WRITING TO THE ADMINISTRATIVE AGENT, ANY MARGIN
REQUIRED OR SUPPLIED UNDER ANY CREDIT SUPPORT AGREEMENT AND THE COUNTERPARTY TO
EACH SUCH HEDGING AGREEMENT AND (III) IN THE CASE OF A CERTIFICATE DELIVERED
WITH THE FINANCIAL STATEMENTS REQUIRED BY SECTION 7.1(A) ABOVE, SETTING FORTH
THE BORROWER'S CALCULATION OF VPP NET REVENUE;
(C)
ON OR BEFORE (I) APRIL 1, EFFECTIVE AS OF
JANUARY 1, OF EACH YEAR DURING THE TERM OF THIS AGREEMENT, A RESERVE REPORT
PREPARED BY RYDER SCOTT CO. L.P., NETHERLAND SEWELL & ASSOCIATES, INC., DEGOLYER
AND MACNAUGHTON OR OTHER INDEPENDENT PETROLEUM ENGINEER ACCEPTABLE TO THE
ADMINISTRATIVE AGENT (THE "INDEPENDENT ENGINEER") AND (II) OCTOBER 1, EFFECTIVE
AS OF JULY 1, OF EACH YEAR DURING THE TERM OF THIS AGREEMENT, A RESERVE REPORT
PREPARED BY THE BORROWER IN SUBSTANTIALLY THE SAME FORM AS THE JANUARY 1
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RESERVE REPORT AND CERTIFIED BY A RESPONSIBLE OFFICER AS TRUE AND CORRECT IN ALL
MATERIAL RESPECTS; AND (III) THE DAY THAT IS 90 DAYS