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 COMPANY'S FILES OR READILY ACCESSIBLE TO THE COMPANY
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
COMPANY'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 COMPANY'S OR ITS SUBSIDIARIES' TITLE THERETO
AND EVIDENCING THAT THE OBLIGATIONS ARE SECURED BY LIENS AND
53
SECURITY INTERESTS AS PROVIDED IN THIS AGREEMENT AND THE SECURITY DOCUMENTS;
(F)
PROMPTLY UPON ITS COMPLETION IN EACH FISCAL YEAR OF THE COMPANY
COMMENCING WITH THE 2006 FISCAL YEAR THROUGH AND INCLUDING THE 2011 FISCAL YEAR,
AND NOT LATER THAN JANUARY 30 OF EACH SUCH FISCAL YEAR, A COPY OF THE ANNUAL
BUDGET OF THE COMPANY 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 TEN 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
(I)
PROMPTLY, SUCH ADDITIONAL INFORMATION REGARDING THE BUSINESS,
FINANCIAL OR CORPORATE AFFAIRS OF THE COMPANY OR ANY SUBSIDIARY AS THE
ADMINISTRATIVE AGENT, AT THE REQUEST OF ANY LENDER, MAY FROM TIME TO TIME
REASONABLY REQUEST.
7.3
Notices.
The Company shall promptly notify the
Administrative Agent and each Lender in writing:
(A)
OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT, AND OF THE
OCCURRENCE OR EXISTENCE OF ANY EVENT OR CIRCUMSTANCE THAT WOULD REASONABLY BE
EXPECTED TO BECOME A DEFAULT OR EVENT OF DEFAULT;
(B)
OF ANY MATTER THAT HAS RESULTED OR MAY REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT, INCLUDING (I) MATERIAL BREACH OR NON
PERFORMANCE OF, OR ANY DEFAULT UNDER, A CONTRACTUAL OBLIGATION OF THE COMPANY OR
ANY SUBSIDIARY OR ANY ALLEGATION THEREOF; (II)