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 COMPANY IN
SUBSTANTIALLY THE SAME FORM AS THE JANUARY 1 RESERVE REPORT AND CERTIFIED BY A
RESPONSIBLE OFFICER AS TRUE AND CORRECT IN ALL MATERIAL RESPECTS, IN EACH CASE
IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO 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;
59
(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 RESTRICTED 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 RESTRICTED SUBSIDIARIES'
TITLE THERETO AND EVIDENCING THAT THE OBLIGATIONS ARE SECURED BY LIENS AND
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 2009 FISCAL YEAR THROUGH AND INCLUDING THE 2012 FISCAL YEAR,
AND NOT LATER THAN JANUARY 30 OF EACH SUCH FISCAL YEAR, A COPY OF THE ANNUAL
BUDGET OF THE COMPANY AND ITS RESTRICTED 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;
AND
(G)
PROMPTLY, SUCH ADDITIONAL INFORMATION REGARDING THE BUSINESS,
FINANCIAL OR CORPORATE AFFAIRS OF THE COMPANY OR ANY RESTRICTED 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 RESTRICTED SUBSIDIARY OR ANY ALLEGATION THEREOF; (II) ANY MATERIAL DISPUTE,
LITIGATION, INVESTIGATION, PROCEEDING OR SUSPENSION BETWEEN THE COMPANY OR ANY
RESTRICTED SUBSIDIARY AND ANY GOVERNMENTAL AUTHORITY; OR (III) THE COMMENCEMENT
OF, OR ANY