Common use of Books, Financial Statements and Reports Clause in Contracts

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent at Borrower’s expense: (a) As soon as available, and in any event within 90 days after the end of each Fiscal Year, complete audited Consolidated financial statements of Parent together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Parent and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each set of financial statements furnished under Section 6.2(a) or (b), as applicable, furnish a Compliance Certificate signed by a Responsible Officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower Parent or any New Parent, whichever is then the ultimate parent company, will maintain and will cause its Subsidiaries each Subsidiary (including Borrowers) to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish or cause to be furnished the following statements and reports to Administrative Agent Lender at BorrowerParent’s or New Parent’s expense: (a) As soon as available, and in any event within Within 90 days after the end of each Fiscal Year, complete audited Consolidated and consolidating financial statements of Parent or New Parent, whichever is then the ultimate parent company, and its Consolidated Subsidiaries together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an PricewaterhouseCoopers or other independent certified public accounting firm of nationally recognized standing selected by Parent Borrower and acceptable to Administrative AgentLender, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating concurrent with the delivery of such financial statements including Borrowerstatements, Parent or New Parent, whichever is then the ultimate parent company, will furnish an opinion by such accountants independently assessing Parent’s balance sheet or New Parent’s, whichever is then the ultimate parent company, internal controls over financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard No. 2, and Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 expressing a conclusion that contains no statement of earnings that there is a material weakness in such internal controls, except for such material weaknesses as to which agree in total to the corresponding audited Consolidated statements of Parent Lender does not object; provided however, for the Fiscal Year. In Year ending 2008 the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion material weaknesses set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as Section 6.2 of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal YearDisclosure Schedule shall be permitted. (b) As soon as available, and in any event within 60 forty five (45) days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated and consolidating balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated and consolidating statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal QuarterQuarter of Parent or any New Parent, whichever is then the ultimate parent company, and its Consolidated Subsidiaries, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a certificate in the form of Exhibit D (herein called the “Compliance Certificate Certificate”) signed by a Responsible Officer of Borrower andand Parent or any New Parent, as applicablewhichever is then the ultimate parent company, Parent stating that such financial statements are accurate and complete in all material respects (subject to normal year-end adjustments and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 8.2 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) As soon as available, and in any event within thirty (30) days after the end of each month, a Borrowing Base Certificate signed by a Responsible Officer of Borrower and Parent or any New Parent, whichever is then the ultimate parent company together with an accounts receivable aging report, each in form and detail reasonably satisfactory to Lender. (d) The following reports that are filed with the SEC: (i) All quarterly and annual reports that are filed with the SEC on Forms 10-Q and 10-K, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of Parent or any New Parent, whichever is then the ultimate parent company, and its Consolidated Subsidiaries, as the case may be; and (ii) All current reports that would be required to be filed with the SEC on Form 8-K if Parent or any New Parent, whichever is then the ultimate parent company, were required to file such reports. in each case, within the time periods specified in the SEC’s rules and regulations, provided, that (1) it is understood that Parent or any New Parent, whichever is then the ultimate parent company, will furnish to the Lender an Annual Report on Form 10-K for the year ended December 31, 2007, by April 15, 2008, but such annual report need only include the financial statements, Notes related thereto and a “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in accordance with the rules and regulations of the SEC applicable to such report, in all material respects; and (2) if a New Parent is formed, such New Parent may become the reporting company contemplated hereby, provided that such election would comply with the applicable rules and regulations of the SEC. To the extent financial statements included in any such 10-Q or 10-K satisfy the requirements of (a) or (b) above they will be regarded as complying with such subparagraphs, as well as, this subparagraph (d).

Books, Financial Statements and Reports. Each Credit Party The Company and each of its Subsidiaries will at all times maintain full and accurate books of account and records. Borrower The Company will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent Buyer at Borrower’s the Company's expense: (a) As soon as available, and in any event within 90 one hundred five (105) days after the end of each Fiscal Year, complete audited Consolidated consolidated financial statements of Parent the Company together with all notes thereto, prepared in reasonable detail in accordance with IFRSU.S. GAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing accountants selected by Parent the Company and reasonably acceptable to Administrative AgentBuyer, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year and Consolidated consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ ' equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated the Company's consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated consolidated statements of the Company's earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSU.S. GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to addition the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower Company will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in a form reasonably acceptable to Buyer signed by a Responsible Officer the chief financial officer of Borrower and, as applicable, Parent the Company stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- complianceadjustments) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by the Company to its stockholders and all registration statements, periodic reports and other statements and schedules filed by the Company with any securities exchange, the Securities and Exchange Commission or any similar Governmental Entity. (d) Annually within 60 days after the end of each Fiscal Year beginning with the Fiscal Year ending April 30, 1999, a report containing (i) an estimation of the oil and gas reserves, classified by appropriate categories, as of the end of the preceding fiscal year attributable to the interest of the Company therein, (ii) a projection of the rate of production of and net income from such reserves with respect to each such interest, (iii) a calculation of the present worth of such net income discounted at a rate of 10% and at any other rates designated from time to time by a Majority of the Noteholders and (iv) a schedule or complete description of all assumptions, estimates and projections made or used in the preparation of such report. Each such report shall be prepared in accordance with customary and generally accepted standards and practices for petroleum engineers, and shall be based on (1) prices determined by a Majority of the Noteholders, (2) lease operating expenses and production taxes derived from and consistent with those actually incurred by the Company, escalated at the same rate, if any, being applied to prices and (3) such other assumptions as shall be designated by a Majority of the Noteholders. In addition to the foregoing, a Majority of the Noteholders shall have the right from time to time to cause the independent petroleum engineer referenced below to prepare an additional report of the type described above, not to exceed one additional report in any one calendar year, in which event all fees and expenses incurred in connection with obtaining such additional report shall be paid by the Company. Each report under this subsection shall be prepared by an independent petroleum engineer designated by the Company and approved by a Majority of the Noteholders. Each annual report referenced above shall also include an estimate of the Company's proved oil and gas reserves (as defined in Regulation S-X promulgated by the Securities and Exchange Commission) and a calculation of the "present value of estimated future net revenues" from such proved oil and gas reserves, with such present worth calculation to be made in accordance with Regulation S-X, as promulgated by the Securities and Exchange Commission. (e) Promptly, such other information with respect to the business and operations of the Company and its Subsidiaries, as Buyer may reasonably request.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Restricted Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and proper books of record and account in accordance with GAAP and will furnish the following statements and reports to the Administrative Agent for distribution to each Lender at the Borrower’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, (i) complete audited Consolidated financial statements of Parent the Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion relating to such financial statements, based on an audit using generally accepted auditing standards, by an Xxxxx Xxxxxxxx LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent the General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared; provided, however, that at any time when the Borrower shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Annual Report on Form 10-K of the Borrower for such Fiscal Year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (a)(i), and (ii) a consolidating balance sheet and a consolidating statement of operations reflecting the consolidating information for the Borrower, the Unrestricted Persons (reflecting the consolidating information for each Unrestricted Person and its respective subsidiaries on a Consolidated basis) and the Restricted Subsidiaries (individually or with one or more on a combined basis) for such Fiscal Year, setting forth, in each case, in comparative form, figures for the preceding Fiscal Year, such financial statements and information of the Borrower furnished, in each case, pursuant to clause (ii) to be certified by an authorized financial officer of the Borrower as presenting fairly, in all material respects, the information contained therein, on a basis consistent with the Consolidated financial statements, which consolidating statement of operations may be in summary form in detail satisfactory to the Administrative Agent. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each Fiscal Quarter, ParentQuarter (i) the Borrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited the Borrower’s Consolidated statements of earnings income, partners’ capital and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition; provided, however, that at any time when the Borrower shall provide internally be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Quarterly Report on Form 10-Q of the Borrower for such Fiscal Quarter prepared unaudited in accordance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (b)(i) for any of the first three Fiscal Quarters of a Fiscal Year and (ii) a consolidating financial statements including Borrower’s balance sheet and a consolidating statement of earnings which agree in total to operations reflecting the unaudited Consolidated balance sheet and statement of earnings of Parent consolidating information for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain the Unrestricted Persons (reflecting the consolidating information for each Unrestricted Person and its respective subsidiaries on a Consolidated balance sheet as of basis) and the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity Restricted Subsidiaries (individually or with one or more on a combined basis) for such Fiscal Quarter, setting forth, in each setting case, in comparative form, figures for same period of the preceding Fiscal Year, such financial statements and information of the Borrower furnished, in each case, pursuant to clauses (b)(i) and (ii), to be certified by an authorized financial officer of the Borrower as presenting fairly, in all material respects, the information contained therein, on a basis consistent with the Consolidated financial statements, which consolidating statement of operations may be in summary form in detail satisfactory to the Administrative Agent. Such financial statements shall set forth in comparative form the corresponding figures for the same period or date of the preceding Fiscal Quarter. (c) Year. In addition the Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicable) of this Section, furnish a Compliance Certificate Certificate, signed on behalf of the Borrower by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower andthe General Partner, as applicable, Parent stating setting forth that such financial statements are accurate and complete of the Borrower as presenting fairly, in all material respects, the information contained therein (subject subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments and the absence of footnotes), stating that he/she such officer has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.12, and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Borrower or any of its Subsidiaries to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Lender), and each prospectus and all amendments thereto filed by the Borrower or any of its Subsidiaries with the Commission and of all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments; provided that the Borrower shall be deemed to have furnished the information specified in this clause (c) on the date that such information is posted at the Borrower’s or an MLP’s web site on the Internet or at such other web sites as notified to the Lenders. (d) The Borrower will furnish to the Administrative Agent prompt written notice of any change (but in no event later than 30 days after such change, unless otherwise agreed by the Administrative Agent) in (i) any Restricted Person’s name, (ii) any Restricted Person’s identity or organizational form or jurisdiction of incorporation, or (iii) any Restricted Person’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless, promptly therewith (but in no event later than 30 days after such change, unless otherwise agreed by the Administrative Agent), it shall have provided the Administrative Agent with all filings under the UCC or otherwise that are required in order for the Administrative Agent to continue to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (e) At the time of delivery of financial statements pursuant to Section 6.02(b), if Collateral consists of any property other than the property that was Collateral on the Closing Date, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate (i) either confirming that there has been no change in such information since the Perfection Certificate was delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes, and (ii) certifying that all UCC financing statements (including fixtures filings, as applicable) or other appropriate filings, recordings or registrations, have been filed of record in each applicable governmental, municipal or other appropriate office in each applicable jurisdiction to the extent necessary to protect and perfect the security interests under the Collateral Documents.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent at Borrower’s expense: (a) As soon as available, and in any event within 90 days after the end of each Fiscal Year, complete audited Consolidated financial statements of Parent together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Parent and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each set of financial statements furnished under Section 6.2(a) or (b), as applicable, furnish a Compliance Certificate signed by a Responsible Officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (d) [Reserved] (e) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by any Restricted Person to its equity holders and all registration statements, periodic reports and other statements and schedules filed by any Restricted Person with any securities exchange, the SEC or any similar Governmental Authority. (f) As soon as available, and in any event within 90 days after the end of each Fiscal Year, a cash flow budget of Borrower’s projected revenues, expenses, capital expenditures, production volumes, and product prices for the next Fiscal Year, prepared on a monthly basis in form reasonably acceptable to Administrative Agent. (g) Together with each set of financial statements furnished under subsections (a) and (b) of this section, Borrower will furnish a report (in form reasonably satisfactory to Administrative Agent) of all Hedging Contracts of Borrower and each of its Subsidiaries, setting forth the type, term, effective date, termination date and notional amounts or volumes and the counterparty to each such agreement. (h) Together with each set of financial statements furnished under subsections (a) and (b) of this section, Borrower will furnish a monthly report on the Borrowing Base Properties, covering a twelve-month period, describing by lease or unit and in total the net volume of production and sales attributable to such production from the Borrowing Base Properties and describing the related severance taxes, other taxes, operating expenses and capital costs attributable to the production. (i) By March 15 of each year, an Engineering Report prepared by the Independent Engineers as of January 1 of such year concerning substantially all Oil and Gas Properties and interests owned by any Restricted Person which are located in the United States and which have attributable to them Proved Reserves. This report shall be satisfactory to Administrative Agent, shall take into account any “over-produced” status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrower which distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral.

Books, Financial Statements and Reports. Each Credit Loan Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Yearfiscal year, and will furnish (or provide electronic access pursuant to the last paragraph of this Section 6.02) the following statements and reports to Administrative Agent and each Lender at the Borrower’s expense: (a) As soon as availableWithin five days after the date required to be delivered to the SEC, and in any event within 90 but no later than 95 days after the end of each Fiscal Yearfiscal year, complete audited Consolidated consolidated financial statements of Parent the Borrower together with all notes thereto, which shall be prepared in reasonable detail in accordance with IFRSGAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, together with an unqualified opinion, opinion based on an audit using generally accepted auditing standards, by an Ernst & Young LLP or another independent certified public accounting firm accountant of nationally recognized standing selected by Parent and reasonably acceptable to the Administrative Agent, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year fiscal year and Consolidated consolidated statements of earnings, of cash flows, and of changes in ownersshareholders’ equity for such Fiscal Yearfiscal year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearfiscal year. In addition, Borrower shall provide internally prepared unaudited consolidating On the date of delivery of such financial statements including Borrower’s balance sheet to Administrative Agent and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Yeareach Lender, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable will furnish to Administrative AgentAgent and each Lender a Compliance Certificate signed by a Responsible Officer of the Borrower, stating that such Consolidated financial statements have been so prepared. These fairly present the financial statements shall contain condition of the Borrower, stating that such Person has reviewed the Loan Documents, containing all calculations required to be made to show compliance or non-compliance with the provisions of Section 7.11, and further stating that there is no condition or event at the end of such fiscal year or at the time of such certificate which constitutes a Consolidated Default or specifying the nature and period of existence of any such condition or event. (b) Within five days after the date required to be delivered to the SEC, but no later than 50 days after the end of each fiscal quarter, the Borrower’s consolidated balance sheet and income statement as of the end of such Fiscal Year fiscal quarter and Consolidated statements a consolidated statement of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each such set of financial statements furnished under Section 6.2(a) or (b), as applicablestatements, furnish a Compliance Certificate signed by a Responsible Officer of the Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she such Person has reviewed the Loan Documents, containing all calculations showing required to be made by the Borrower to show compliance (or non- compliance) noncompliance with the provisions of Section 7.11, and further stating that there is no condition or event at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter fiscal quarter or at the time of such certificate which constitutes a Default or specifying the nature and period of existence of any such Defaultcondition or event. (c) Promptly upon their becoming available, the Borrower shall provide copies of (or electronic access pursuant to the last paragraph of this Section 6.02 to) all registration statements, periodic reports and other statements and schedules filed by any Loan Party with any securities exchange, the SEC or any successor Governmental Authority. Documents required to be furnished or delivered pursuant to Section 6.02(a), (b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website (including XXXXX), or whether sponsored by the Administrative Agent); provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of its annual Form 10-K, each quarterly Form 10-Q and any other material filing by the Borrower with any securities exchange, the SEC or any successor Governmental Authority and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Sections 6.02(a) and (b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Books, Financial Statements and Reports. Each Credit Party Buyer and each of --------------------------------------- its Subsidiaries will at all times maintain full and accurate books of account and records. Borrower Buyer will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent Seller at Borrower’s Buyer's expense: (a) As soon as available, and in any event within 90 one hundred five (105) days after the end of each Fiscal Year, complete audited Consolidated consolidated financial statements of Parent Buyer together with all notes thereto, prepared in reasonable detail in accordance with IFRSU.S. GAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing accountants selected by Parent Buyer and reasonably acceptable to Administrative AgentSeller, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year and Consolidated consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ ' equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated Buyer's consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated consolidated statements of Buyer's earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSU.S. GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower addition Buyer will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in a form reasonably acceptable to Seller signed by a Responsible Officer the chief financial officer of Borrower and, as applicable, Parent Buyer stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- complianceadjustments) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by Buyer to its stockholders and all registration statements, periodic reports and other statements and schedules filed by Buyer with any securities exchange, the Securities and Exchange Commission or any similar Governmental Entity. (d) Annually within 60 days after the end of each Fiscal Year beginning with the Fiscal Year ending April 30, 2000, a report containing (i) an estimation of the oil and gas reserves, classified by appropriate categories, as of the end of the preceding fiscal year attributable to the interest of Buyer therein, (ii) a projection of the rate of production of and net income from such reserves with respect to each such interest, (iii) a calculation of the present worth of such net income discounted at a rate of 10% and (iv) a schedule or complete description of all assumptions, estimates and projections made or used in the preparation of such report. Each such report shall be prepared in accordance with customary and generally accepted standards and practices for petroleum engineers, and shall be based on (1) prices determined by the Holders of a Requisite Majority, (2) lease operating expenses and production taxes derived from and consistent with those actually incurred by Buyer, escalated at the same rate, if any, being applied to prices and (3) such other assumptions as shall be designated by the Holders of a Requisite Majority. In addition to the foregoing, the Holders of a Requisite Majority shall have the right from time to time to cause the independent petroleum engineer referenced below to prepare an additional report of the type described above, not to exceed one additional report in any one calendar year, in which event all fees and expenses incurred in connection with obtaining such additional report shall be paid by Buyer. Each report under this subsection shall be prepared by an independent petroleum engineer designated by Buyer and approved by the Holders of a Requisite Majority. Each annual report referenced above shall also include an estimate of Buyer's proved oil and gas reserves (as defined in Regulation S-X promulgated by the Securities and Exchange Commission) and a calculation of the "present value of estimated future net revenues" from such proved oil and gas reserves, with such present worth calculation to be made in accordance with Regulation S-X, as promulgated by the Securities and Exchange Commission. (e) Promptly, such other information with respect to the business and operations of Buyer and its Subsidiaries, as Seller may reasonably request.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower ECO and Company will maintain and will cause its their Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Holder Party at BorrowerCompany’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated and consolidating financial statements of Parent ECO together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Parent ECO and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating concurrently with the delivery of such financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than statements, Company will furnish a report signed by such accountants (i) containing calculations showing compliance (or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of non-compliance) at the end of such Fiscal Year with the requirements of Sections 8.11 and Consolidated statements of earnings, of cash flows8.12, and (ii) further stating that in making their examination and reporting on the Consolidated financial statements described above they did not conclude that any Default existed at the end of changes in owners’ equity for such Fiscal YearYear or at the time of their report, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearor, if they did conclude that a Default existed, specifying its nature and period of existence. (b) As soon as available, and in any event within 60 forty-five (45) days after the end of each Fiscal Quarter, ParentECO’s unaudited Consolidated and consolidating balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated and consolidating statements of ECO’s earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower addition Company will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit D signed by a Responsible Officer the chief financial officer of Borrower and, as applicable, Parent ECO stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Note Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 Sections 8.11 and 8.12 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by Parent or any Restricted Person to its equity holders and all registration statements, periodic reports and other statements and schedules filed by Parent or any Restricted Person with any securities exchange, the Securities and Exchange Commission or any similar Governmental Authority. (d) Together with each set of financial statements furnished under subsections (a) and (b) of this section, Company will furnish a report (in form reasonably satisfactory to Administrative Agent) of all Hedging Contracts of each of the Restricted Persons, setting forth the type, term, effective date, termination date and notional amounts or volumes and the counterparty to each such agreement. (e) As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, a business and financial plan, together with a capital expenditure schedule, for Restricted Persons (in form reasonably satisfactory to Administrative Agent), prepared by a senior financial officer thereof, setting forth for the first year thereof, quarterly financial projections and budgets for Restricted Persons, and thereafter yearly financial projections and budgets during the Availability Period. (f) Concurrently with the annual renewal of Restricted Persons’ insurance policies, Company shall, if requested by Administrative Agent in writing, cause a certificate or report to be issued by Administrative Agent’s Insurance Advisor or other insurance consultants satisfactory to Administrative Agent certifying that Restricted Persons’ insurance for the next succeeding year after such renewal (or for such longer period for which such insurance is in effect) complies with the provisions of this Agreement and the Security Documents. (g) As soon as available and in any event no later than the fifteenth (15th) day after the end of each month, monthly operating reports of Restricted Persons which shall include a description by field of the gross quantities of Hydrocarbons and water produced from the Eligible Mortgaged Properties during such month; (h) On each Quarterly Payment Date, a consolidated report in detail acceptable to Administrative Agent containing: (i) a detailed calculation of ANCF for the preceding ANCF Quarter including a detailed aging of Restricted Persons’ accounts receivable and payable; (ii) regardless of whether the same are included in such calculation of ANCF, a detailed calculation of any leasehold operating expenses, overhead costs, capital expenditures, and other direct charges or overhead costs with respect to the Eligible Mortgaged Properties specifying any material differences from those approved and those actually incurred; (iii) a summary of wxxxx drilled, completed or worked over during the reporting period showing the total depth drilled or tested, and the existing or anticipated perforated interval and upon request copies of any well logs across the pay sectors; (iv) a discussion of any current operating problems with any wxxxx and any proposed solutions; (v) any technical studies conducted during the reporting period of performance; and (vi) a projection of capital expenditures for the next ANCF Quarter and if any of such capital expenditures are not ANCF Capital Expenditures the sources of capital for the payment thereof. (i) during the Availability Period, a semi-annual Engineering Report, to be effective as of each May 1 and November 1 of each year and to be delivered to Administrative Agent prior to June 1 and December 1 for each respective period; and after the end of the Availability Period, an annual Engineering Report to be effective as of November 1 of each year and to be delivered prior to December 1 of each year. Each Engineering Report shall: (i) be prepared at Company’s expense by the Independent Engineer, concerning all of the oil and gas properties of Restricted Persons, including the Eligible Mortgaged Properties; (ii) separately report on Proved Developed Producing Reserves, Proved Developed Non-Producing Reserves and Proved Undeveloped Reserves of the Eligible Mortgaged Properties, and separately calculate the NPV10 of each such category of Reserves; (iii) use Agreed Pricing; (iv) take into account Restricted Persons’ actual experiences with leasehold operating expenses and other costs in determining projected leasehold operating expenses and other costs; (v) take into account any “over-produced” status under gas balancing arrangements; and (vi) otherwise be in form and substance satisfactory to Administrative Agent. In the event that Company and Administrative Agent disagree over whether or not any workovers or other remedial capital expenditures should be included in an Engineering Report for the purposes of calculating NPV10, the engineers preparing the report shall resolve such disagreement by determining whether such expenditures are likely to be required in accordance with prudent industry practice and shall include or exclude such expenditures based upon such determination. (j) after the Availability Period, a semi-annual engineering report as of May 1 of each year, which shall be generated internally by Company and shall satisfy the requirements of clauses (ii) through (vi) of the preceding subsection (i). Such interim engineering reports shall include, but not be limited to, calculations of NPV10 on the Eligible Mortgaged Properties. (k) as soon as available and in any event not later than December 28 of each Fiscal Year, an annual budget of ECO and its Subsidiaries reviewed by the Manager and the principal financial officer of ECO, setting forth in reasonable detail, the projected revenues and expenses for ECO and its Subsidiaries for the next succeeding Fiscal Year. (1) Upon request by Administrative Agent, a list, by name and address, of those Persons who have purchased production during such Fiscal Quarter from the Eligible Mortgaged Properties, in form and substance satisfactory to Administrative Agent.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. Borrower will maintain The Parent Guarantor will, and will cause each of its Subsidiaries to to, maintain a standard system proper books of accounting, will maintain record and account in which full and correct entries in conformity with GAAP consistently applied shall be made of financial transactions and matters involving the assets and business of the Borrower and its Fiscal Year, and Subsidiaries. The Parent Guarantor will furnish the following statements and reports to the Administrative Agent (which shall make such information available to the Lenders in accordance with its customary practices) and at Borrowerthe Parent Guarantor’s expense: (a) As soon as availableWithin five (5) Business Days after the date required to be delivered to the SEC, and in any event within 90 but no later than ninety-five (95) days after the end of each Fiscal Yearfiscal year, complete audited Consolidated consolidated financial statements of the Parent Guarantor together with all notes thereto, which shall be prepared in reasonable detail in accordance with IFRSGAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, together with an unqualified opinion, opinion based on an audit using generally accepted auditing standards, by an independent certified public accounting firm accountant of nationally recognized standing selected by Parent and acceptable to Administrative Agentstanding, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year fiscal year and Consolidated consolidated statements of earnings, of cash flows, and of changes in ownersshareholders’ equity for such Fiscal Yearfiscal year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearfiscal year. In addition, Borrower shall provide internally prepared unaudited consolidating On the date of delivery of such financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, the Parent Guarantor will furnish to Administrative Agent a Compliance Certificate signed by a Responsible Officer of the Parent Guarantor and the Borrower, stating that such Consolidated financial statements have been so prepared. These fairly present, in all material respects, the financial statements shall contain condition of the Parent Guarantor, stating that such Person has reviewed the Loan Documents, containing all calculations required to be made to show compliance or non-compliance with the Financial Covenants, containing the information required by Section 6.01(d) and further stating that there is no condition or event at the end of such fiscal year or at the time of such certificate which constitutes a Consolidated Default or specifying the nature and period of existence of any such condition or event. (b) Within five (5) Business Days after the date required to be delivered to the SEC, but no later than fifty (50) days after the end of each of the first three fiscal quarters of the Parent Guarantor, starting with the fiscal quarter ending September 30, 2013, the Parent Guarantor’s consolidated balance sheet and income statement as of the end of such Fiscal Year fiscal quarter and Consolidated statements a consolidated statement of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower Guarantor will, together with each such set of financial statements furnished under Section 6.2(a) or (b), as applicablestatements, furnish a Compliance Certificate signed by a Responsible Officer of the Parent Guarantor and the Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she such Person has reviewed the Loan Documents, containing the calculations showing required to be made to show compliance (or non- compliancenoncompliance with the provisions of the Financial Covenants, containing the information required by Section 6.01(d) and further stating that there is no condition or event at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter fiscal quarter or at the time of such certificate which constitutes a Default or specifying the nature and period of existence of any such Defaultcondition or event. (c) Promptly upon their becoming available, the Parent Guarantor shall provide copies of all registration statements, periodic reports and other statements and schedules filed by the Parent Guarantor with any securities exchange, the SEC or any similar Governmental Authority. (d) Each Compliance Certificate shall contain (i) with respect to any financial statements relating to a period during which any Specified Non-Wholly Owned Subsidiary or any Unrestricted Subsidiary is a Consolidated Subsidiary of the Parent Guarantor, a reasonably detailed reconciliation of each of the components reflected in the calculations of compliance with Financial Covenants to the corresponding amounts set forth in such financial statements; (ii) a statement by a Responsible Officer certifying that the Schedules attached to the Security Agreements are accurate and complete in all material respects, and attaching any changes thereto that may be needed to make them accurate and complete in all material respects; and Documents required to be delivered pursuant to Section 6.01(a), (b), or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earlier of (i) the date on which the Parent Guarantor posts such documents, or provides a link thereto on the Parent Guarantor’s website on the Internet at the website address listed on Schedule 11.02 or at xxxx://xxx.xxx.xxx or (ii) the date on which such documents are posted on the Parent Guarantor’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Parent Guarantor shall deliver electronic or paper copies of such documents to the Administrative Agent if requested and (ii) the Parent Guarantor shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Parent Guarantor shall be required to provide electronic copies of the Compliance Certificates required by Sections 6.01(a) and (b) to the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent Guarantor with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower or other Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Debt Domain, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent Guarantor or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” each Loan Party shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to any Loan Party or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07);

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full Section 6.01(a) and accurate books (b) of account and records. Borrower will maintain and will cause its Subsidiaries the Original Agreement are hereby amended to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent at Borrower’s expenseread as follows: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated financial statements of Parent together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Parent and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion relating to such financial statements, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing accountants selected by Borrower the General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared; provided, however, that at any time when the Borrower shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Annual Report on Form 10-K of the Borrower for such Fiscal Year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (a). These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each of the first three Fiscal Quarter, ParentQuarters of each Fiscal Year the Borrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited the Borrower’s Consolidated statements of earnings income, partners’ capital and cash flows for each such Fiscal Quarter (except in the case of the statement of cash flows) and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition; provided, however, that at any time when the Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total be subject to the unaudited Consolidated balance sheet and statement reporting requirements of earnings Section 13 or 15(d) of Parent for that same Fiscal Quarter. In the event that Exchange Act, delivery within the Consolidated gross operating revenues time period specified above of copies of the Quarterly Report on Form 10-Q of the Borrower for any such Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRSthe requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (b) for any of the first three Fiscal Quarters of a Fiscal Year. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting set forth in comparative form the corresponding figures for the same period of the preceding Fiscal Quarter. (c) Year. In addition the Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate Certificate, signed on behalf of the Borrower by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower andthe General Partner, as applicable, Parent stating setting forth that such financial statements are accurate and complete in all material respects (subject subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments and the absence of footnotes), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.10, and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and proper books of record and account in accordance with GAAP and will furnish the following statements and reports to the Administrative Agent Agent, for distribution to each Lender, at the Borrower’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated financial statements of Parent together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Parent and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion relating to such financial statements, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing accountants selected by Borrower the General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared; provided, however, that at any time when the Borrower shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Annual Report on Form 10-K of the Borrower for such Fiscal Year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (a). These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each of the first three Fiscal Quarter, ParentQuarters of each Fiscal Year the Borrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited the Borrower’s Consolidated statements of earnings income, partners’ capital and cash flows for each such Fiscal Quarter (except in the case of the statement of cash flows) and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition; provided, however, that at any time when the Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total be subject to the unaudited Consolidated balance sheet and statement reporting requirements of earnings Section 13 or 15(d) of Parent for that same Fiscal Quarter. In the event that Exchange Act, delivery within the Consolidated gross operating revenues time period specified above of copies of the Quarterly Report on Form 10-Q of the Borrower for any such Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRSthe requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (b) for any of the first three Fiscal Quarters of a Fiscal Year. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting set forth in comparative form the corresponding figures for the same period of the preceding Fiscal Quarter. (c) Year. In addition the Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate Certificate, signed on behalf of the Borrower by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower andthe General Partner, as applicable, Parent stating setting forth that such financial statements are accurate and complete in all material respects (subject subject, in the case of Fiscal Quarter- end statements, to normal year-end adjustments and the absence of footnotes), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.09, and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Borrower or any of its Subsidiaries to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Lender), and each prospectus and all amendments thereto filed by the Borrower or any of its Subsidiaries with the Commission and of all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments; provided that the Borrower shall be deemed to have furnished the information specified in this clause (c) above on the date that such information is posted at the Borrower’s website on the Internet or at such other website as notified to the Lenders.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain Maintain a standard system of accounting, will maintain its Fiscal Year, accounting and will furnish or cause to be furnished to the Bank the following statements and reports to Administrative Agent at Borrower’s 's expense: (a1) As soon as available, and in any event within 90 120 days after the end of each Fiscal Yearfiscal year of Borrower, complete audited Consolidated financial statements of Parent together with all notes theretofor Borrower, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Parent and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so preparedGAAP. These financial statements shall contain a Consolidated balance sheet sheets as of the end of such Fiscal Year fiscal year and Consolidated statements of earnings, of cash flowschanges in financial position, and of changes in owners’ stockholders' or members' equity for such Fiscal Yearfiscal year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearfiscal year. In addition, Borrower shall provide internally prepared unaudited consolidating Borrower's annual financial statements including Borrower’s balance sheet and statement shall be accompanied by a report of earnings which agree in total the chief financial officer of Borrower or an authorized officer of the managing general partner of Borrower attesting to the corresponding audited Consolidated statements authenticity of Parent for such financial statements, showing the Fiscal Yearcalculation of (and Borrower's compliance with) all applicable financial covenants, and confirming that there existed no condition or event, at the end of such fiscal year or at the time of the report, which constituted an Event of Default, or, if any such condition or event existed, specifying the nature and period of existence of any such condition or event. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated The annual financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, shall be audited by an independent certified public accounting firm of nationally recognized standing selected by Borrower and accountant acceptable to Administrative Agent, stating that the Bank (and a copy of an unqualified audit opinion by such Consolidated certified public accountant shall be delivered to the Bank with such financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearstatements). (b2) As soon as available, and in any event within 60 days after the end of each Fiscal QuarterQuarter (except the last Quarter of each Year), Parent’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating complete financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These GAAP, and signed by the chief financial statements shall contain officer of Borrower or an authorized officer of the managing general partner of Borrower and consisting of at least a Consolidated balance sheet as of at the end close of such Fiscal Quarter Quarter, and Consolidated statements of earnings, of cash flowsflow, and of changes in owners’ financial position and changes in stockholders' equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures Quarter and for the preceding Fiscal period from the beginning of the Year to the close of such Quarter. (c) Borrower will, together with each set of . Borrower's quarterly financial statements furnished under Section 6.2(a) or (b), as applicable, furnish a Compliance Certificate signed shall be accompanied by a Responsible Officer report of the chief financial officer of Borrower and, as applicable, Parent stating that or an authorized officer of the managing general partner of Borrower attesting to the authenticity of such financial statements are accurate statements, showing the calculation of (and complete (subject to normal year-end adjustments Borrower's compliance with) all applicable financial covenants, and the absence of footnotes)confirming that there existed no condition or event, stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or at the time of the report, which constituted an Event of Default, or, if any such certificate condition or event existed, specifying the nature and period of existence of any such Defaultcondition or event. (3) Within 90 days after the end of each Year, an estimate of the cash flow of Borrower for the then-current Year, giving details as to anticipated revenues, expenses and cash receipts and disbursements for such Year. (4) By November 15 of each Year,commencing November 15, 1997, an engineering report and economic evaluation prepared by one or more petroleum engineers chosen by Borrower and acceptable to the Bank, prepared as of the subsequent December 31, in form and substance satisfactory to the Bank, covering all Oil and Gas Properties and setting forth the estimated proven and producing and proven and nonproducing oil and gas reserves attributable thereto, and accompanied by Borrower's projection of the rate of production therefrom for the life thereof. (5) Within 90 days after the end of each Quarter, commencing with the Quarter ending March 31, 1997, a production report for each calendar month during such Quarter, on a well-by-well basis, indicating, for all oil or gas properties included in the Collateral or otherwise owned by Borrower, amounts and types of production sold, the unit sale price and gross proceeds of such sales, and the amounts of operating expenses, capital expenditures and other amounts expended on such properties. (6) Promptly upon their becoming available, copies of all financial statements, material reports, material notices, proxy statements and other material information sent by any Obligated Person to their respective shareholders and all registration statements, material periodic reports and other material statements and schedules filed by any Obligated Person with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (7) As soon as available, and in any event within 45 days after the end of each Quarter, a certificate signed by the chief financial officer of Borrower showing, in detail satisfactory to the Bank, Borrower's calculation of the Funded Debt/Partners' Capital Ratio as of the end of such Quarter.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accountingaccounting and proper books of record and account in accordance with GAAP, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at the Borrower’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, (i) complete audited Consolidated financial statements of Parent the Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion relating to such financial statements, based on an audit using generally accepted auditing standards, by an Xxxxx Xxxxxxxx LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent the General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared; provided, however, that at any time when the Borrower shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Annual Report on Form 10-K of the Borrower for such Fiscal Year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (a)(i), and (ii) a consolidating balance sheet and a consolidating statement of operations reflecting the consolidating information for the Borrower, the Unrestricted Subsidiaries (reflecting the consolidating information for ETP, for LaGrange Acquisition, LP and its subsidiaries on a Consolidated basis and Heritage Operating, LP and its subsidiaries on a Consolidated basis) and the Restricted Subsidiaries (individually or with one or more on a combined basis) for such Fiscal Year, setting forth, in each case, in comparative form, figures for the preceding Fiscal Year, such financial statements and information of the Borrower furnished, in each case, pursuant to clause (a)(i) to be certified by an authorized financial officer of the Borrower as presenting fairly, in all material respects, the information contained therein, on a basis consistent with the Consolidated financial statements, which consolidating statement of operations may be in summary form in detail satisfactory to the Administrative Agent. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each Fiscal Quarter, ParentQuarter (i) the Borrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited the Borrower’s Consolidated statements of earnings income, partners’ capital and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and adjustments; provided, however, that at any time when the absence of footnotes. In addition, Borrower shall provide internally be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Quarterly Report on Form 10-Q of the Borrower for such Fiscal Quarter prepared unaudited in accordance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (b)(i) for any of the first three Fiscal Quarters of a Fiscal Year and (ii) a consolidating financial statements including Borrower’s balance sheet and a consolidating statement of earnings which agree in total to operations reflecting the unaudited Consolidated balance sheet and statement of earnings of Parent consolidating information for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain the Unrestricted Subsidiaries (reflecting the consolidating information for ETP, for LaGrange Acquisition, LP and its subsidiaries on a Consolidated balance sheet as of basis and Heritage Operating, LP and its subsidiaries on a Consolidated basis) and the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity Restricted Subsidiaries (individually or with one or more on a combined basis) for such Fiscal Quarter, setting forth, in each setting case, in comparative form, figures for same period of the preceding Fiscal Year, such financial statements and information of the Borrower furnished, in each case, pursuant to clause (b)(i), to be certified by an authorized financial officer of the Borrower as presenting fairly, in all material respects, the information contained therein, on a basis consistent with the Consolidated financial statements, which consolidating statement of operations may be in summary form in detail satisfactory to the Administrative Agent. Such financial statements shall set forth in comparative form the corresponding figures for the same period of the preceding Fiscal Quarter. (c) Year. In addition the Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate Certificate, signed on behalf of the Borrower by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower andthe General Partner, as applicable, Parent stating setting forth that such financial statements of the Borrower are accurate and complete in all material respects (subject subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.12, and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Borrower or any of its Subsidiaries to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Lender), and each prospectus and all amendments thereto filed by the Borrower or any of its Subsidiaries with the Commission and of all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments; provided that the Borrower shall be deemed to have furnished the information specified in this clause (f) above on the date that such information is posted at the Borrower’s or ETP’s website on the Internet or at such other websites as notified to the Lenders. (d) The Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) any Restricted Person’s name, (ii) any Restricted Person’s identity or organizational structure or jurisdiction of incorporation or (iii) any Restricted Person’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral and for the Collateral at all times following such change to have a valid, legal and perfected security interest as contemplated in the Collateral Documents. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (e) At the time of delivery of financial statements pursuant to Sections 6.02(b), if Collateral consists of any property other than the certificated securities delivered to the Administrative Agent on the Closing Date, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate (i) either confirming that there has been no change in such information since the Perfection Certificate was delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes, (ii) certifying that all UCC financing statements (including fixtures filings, as applicable) or other appropriate filings, recordings or registrations, have been filed of record in each applicable governmental, municipal or other appropriate office in each applicable jurisdiction to the extent necessary to protect and perfect the security interests under the Collateral Documents (f) At the time of the delivery thereof pursuant to the Applicable ETP Credit Agreement or any indenture or agreement governing Indebtedness of ETP and its subsidiaries, copies of (i) each financial statement of ETP and/or its subsidiaries accompanied by each report, opinion or certificate required to be provided in connection with such financial statement, (ii) each certificate regarding compliance with representations, warranties and covenants and/or the absence of default, and (iii) each other reports or notices regarding any default or potential default in such Indebtedness or other Indebtedness, any material adverse change or material adverse effect, or other material event or circumstance, including those related to any claim or notice of potential liability under Environmental Laws, any filing of any suit or proceeding or the assertion of any claim or violation of any Laws, in each case as required under the provisions of the Applicable ETP Credit Agreement or such other indenture or agreement, provided that the Borrower shall be deemed to have furnished the information specified in this clause (f) above on the date that such information is posted at ETP’s website on the Internet or at such other websites as notified to the Lenders. (g) Promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by ETP or any of its subsidiaries to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Lender), and each prospectus and all amendments thereto filed by ETP or any of its subsidiaries with the Commission and of all press releases and other statements made available generally by ETP or any of its subsidiaries to the public concerning material developments; provided that the Borrower shall be deemed to have furnished the information specified in this clause (g) above on the date that such information is posted at ETP’s website on the Internet or at such other websites as notified to the Lenders.

Books, Financial Statements and Reports. Each Credit Party The Company will at all times maintain maintain, and will cause its Subsidiaries to at all times maintain, full and accurate books of account and records. Borrower The Company will maintain and will furnish, or cause its Subsidiaries to maintain a standard system of accountingbe furnished, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent at Borrower’s expenseSJMB: (a) 13.14.1 As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Yearfiscal year, complete audited Consolidated consolidated financial statements of Parent the Company and its Subsidiaries together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing accountants selected by Parent and acceptable to Administrative Agentthe Company, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year fiscal year and Consolidated consolidated statements of earnings, of cash flows, and of changes in owners’ ' equity for such Fiscal Yearfiscal year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearfiscal year. (b) As 13.14.2 as soon as available, available and in any event within 60 forty-five (45) days after the end close of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as quarter of the end Company's fiscal years, a copy of such Fiscal Quarter and unaudited Consolidated (A) quarterly consolidated financial statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and Company prepared in accordance with IFRSGAAP and certified by the chief financial officer or chief accounting officer or treasurer of the Company, subject or (B) the Company's 10-Q filing with the SEC for such quarter; 13.14.3 The Company will maintain its Edgar filing stxxxx with the SEC and will deliver to changes resulting SJMB within 20 days after completing filings with the SEC, copies of all information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company will timely comply in all material respects with its reporting and filing obligations under the applicable federal securities laws. 13.14.4 The Company will promptly notify SJMB in writing of the occurrence of (i) any Event of Default and (ii) any event of default (or if any event of default would result upon any payment with respect to the Note) with respect to any Debt as such event of default is defined therein or in the instrument under which it is outstanding, permitting holders to accelerate the maturity of such Debt. 13.14.5 Promptly upon request, any information which SJMB may from time to time reasonably request concerning any covenant, provision or condition of the Transaction Documents or any matter in connection with such Persons' businesses and operations, including without limitation business plans, environmental compliance matters, budgets, forecasts and sales reports. Upon reasonable notice to the Company by SJMB, the Company will permit representatives appointed by SJMB to visit during normal year-end adjustments business hours and inspect any of such Person's Property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and the absence Company shall permit SJMB or its representatives to investigate and verify the accuracy of footnotes. In additionthe information furnished to SJMB in connection with the Transaction Documents and to discuss all such matters with its officers, Borrower employees and representatives and SJMB agrees to keep any and all of such information in strictest confidence and not to disclose such information to any outside party except as may be required by law or compelled by judicial order. 13.14.6 Promptly on request, the Company shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet SJMB assistance in preparing and statement of earnings will provide any information required to prepare any regulatory filings which agree SJMB may be required to file in total to connection with this Reimbursement Agreement or the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal QuarterOF Letter Agreement. (c) Borrower will, together with each set of financial statements furnished under Section 6.2(a) or (b), as applicable, furnish a Compliance Certificate signed by a Responsible Officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and proper books of record and account in accordance with GAAP and will furnish the following statements and reports to Administrative Agent each Lender at the Borrower’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, (i) complete audited Consolidated financial statements of Parent the Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion relating to such financial statements, based on an audit using generally accepted auditing standards, by an Gxxxx Xxxxxxxx LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent the General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared; provided, however, that at any time when the Borrower shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Annual Report on Form 10-K of the Borrower for such Fiscal Year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (a)(i), and (ii) a consolidating balance sheet and a consolidating statement of operations reflecting the consolidating information for the Borrower, the Unrestricted Subsidiaries (individually or with one or more on a combined basis) and the Subsidiaries (individually or with one or more on a combined basis) for such Fiscal Year, setting forth, in each case, in comparative form, figures for the preceding Fiscal Year, certified by an authorized financial officer of the Borrower as presenting fairly, in all material respects, the information contained therein, on a basis consistent with the Consolidated financial statements, which consolidating statement of operations may be in summary form in detail satisfactory to the Administrative Agent. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting . Such financial statements shall set forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Yearfiscal year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each Fiscal Quarter, ParentQuarter (i) the Borrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited the Borrower’s Consolidated statements of earnings income, partners’ capital and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and adjustments; provided, however, that at any time when the absence of footnotes. In addition, Borrower shall provide internally be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Quarterly Report on Form 10-Q of the Borrower for such Fiscal Quarter prepared unaudited in accordance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (b)(i) for any of the first three Fiscal Quarters of a Fiscal Year and (ii) a consolidating financial statements including Borrower’s balance sheet and a consolidating statement of earnings which agree in total to operations reflecting the unaudited Consolidated balance sheet and statement of earnings of Parent consolidating information for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance the Unrestricted Subsidiaries (individually or with IFRS. These financial statements shall contain one or more on a Consolidated balance sheet as of combined basis) and the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity Subsidiaries (individually or with one or more on a combined basis) for such Fiscal Quarter, setting forth, in each setting case, in comparative form, figures for same period of the preceding Fiscal Year, certified by an authorized financial officer of the Borrower as presenting fairly, in all material respects, the information contained therein, on a basis consistent with the Consolidated financial statements, which consolidating statement of operations may be in summary form in detail satisfactory to the Administrative Agent. Such financial statements shall set forth in comparative form the corresponding figures for the same period of the preceding Fiscal Quarter. (c) Year. In addition the Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate Certificate, signed on behalf of the Borrower by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower andthe General Partner, as applicable, Parent stating setting forth that such financial statements are accurate and complete in all material respects (subject subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.11, and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Borrower or any of its Subsidiaries to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Lender), and each prospectus and all amendments thereto filed by the Borrower or any of its Subsidiaries with the Commission and of all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments; provided that the Borrower shall be deemed to have furnished the information specified in this clause (e) above on the date that such information is posted at the Borrower’s website on the Internet or at such other website as notified to the Lenders.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accountingaccounting and proper books of record and account in accordance with GAAP, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at the Borrower’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, (i) complete audited Consolidated financial statements of Parent the Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion relating to such financial statements, based on an audit using generally accepted auditing standards, by an Xxxxx Xxxxxxxx LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent the General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared; provided, however, that at any time when the Borrower shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Annual Report on Form 10-K of the Borrower for such Fiscal Year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (a)(i), and (ii) a consolidating balance sheet and a consolidating statement of operations reflecting the consolidating information for the Borrower, the Unrestricted Subsidiaries (individually or with one or more on a combined basis) and the Restricted Subsidiaries (individually or with one or more on a combined basis) for such Fiscal Year, setting forth, in each case, in comparative form, figures for the preceding Fiscal Year, certified by an authorized financial officer of the Borrower as presenting fairly, in all material respects, the information contained therein, on a basis consistent with the Consolidated financial statements, which consolidating statement of operations may be in summary form in detail satisfactory to the Administrative Agent. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting . Such financial statements shall set forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Yearfiscal year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each Fiscal Quarter, ParentQuarter (i) the Borrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited the Borrower’s Consolidated statements of earnings income, partners’ capital and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and adjustments; provided, however, that at any time when the absence of footnotes. In addition, Borrower shall provide internally be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Quarterly Report on Form 10-Q of the Borrower for such Fiscal Quarter prepared unaudited in accordance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (b)(i) for any of the first three Fiscal Quarters of a Fiscal Year and (ii) a consolidating financial statements including Borrower’s balance sheet and a consolidating statement of earnings which agree in total to operations reflecting the unaudited Consolidated balance sheet and statement of earnings of Parent consolidating information for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance the Unrestricted Subsidiaries (individually or with IFRS. These financial statements shall contain one or more on a Consolidated balance sheet as of combined basis) and the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity Restricted Subsidiaries (individually or with one or more on a combined basis) for such Fiscal Quarter, setting forth, in each setting case, in comparative form, figures for same period of the preceding Fiscal Year, certified by an authorized financial officer of the Borrower as presenting fairly, in all material respects, the information contained therein, on a basis consistent with the Consolidated financial statements, which consolidating statement of operations may be in summary form in detail satisfactory to the Administrative Agent. Such financial statements shall set forth in comparative form the corresponding figures for the same period of the preceding Fiscal Quarter. (c) Year. In addition the Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate Certificate, signed on behalf of the Borrower by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower andthe General Partner, as applicable, Parent stating setting forth that such financial statements are accurate and complete in all material respects (subject subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.12, and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) So long as any of the XXXX Companies are Unrestricted Subsidiaries, as soon as available, and in any event within one hundred (100) days after the end of each Fiscal Year, complete Consolidated financial statements of La Grange together with all notes thereto, prepared in reasonable detail in accordance with GAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by Xxxxx Xxxxxxxx LLP relating to such financial statements, or other independent certified public accountants selected by the General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared. Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings for such Fiscal Year. Such financial statements shall set forth in comparative form the corresponding figures for the preceding Fiscal Year. (d) So long as any of the XXXX Companies are Unrestricted Subsidiaries, as soon as available, and in any event within fifty (50) days after the end of each fiscal quarter, the Consolidated balance sheet of La Grange as of the end of such Fiscal Quarter, the Consolidated balance sheet of La Grange as of the end of such Fiscal Quarter and the Consolidated statements of La Grange of income, partners’ capital and cash flows for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with GAAP, subject to changes resulting from normal year-end adjustments. Such financial statements shall set forth in comparative form the corresponding figures for the same period of the preceding Fiscal Year. In addition La Grange will, together with each such set of financial statements and each set of financial statements furnished under subsection (a) of this section, furnish a certificate signed on behalf of La Grange by the chief financial officer, principal accounting officer or treasurer of General Partner, stating that such financial statements are accurate and complete in all material respects (subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments). (e) Promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Borrower or any of its Subsidiaries to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Lender), and each prospectus and all amendments thereto filed by the Borrower or any of its Subsidiaries with the Commission and of all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments; provided that the Borrower shall be deemed to have furnished the information specified in this clause (e) above on the date that such information is posted at the Borrower’s website on the Internet or at such other website as notified to the Lenders.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. The Borrower will maintain will, and will cause each of its Subsidiaries to to, maintain a standard system proper books of accounting, will maintain record and account in which full and correct entries in conformity with GAAP consistently applied shall be made of financial transactions and matters involving the assets and business of the Borrower and its Fiscal Year, and Subsidiaries. The Borrower will furnish the following statements and reports to Administrative Agent the Lender and at the Borrower’s expense: (a) As soon as availableWithin five (5) Business Days after the date required to be delivered to the SEC, and in any event within 90 but no later than ninety-five (95) days after the end of each Fiscal Yearfiscal year, complete audited Consolidated consolidated financial statements of Parent the Borrower together with all notes thereto, which shall be prepared in reasonable detail in accordance with IFRSGAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, together with an unqualified opinion, opinion based on an audit using generally accepted auditing standards, by an independent certified public accounting firm accountant of nationally recognized standing selected by Parent and acceptable to Administrative Agentstanding, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year fiscal year and Consolidated consolidated statements of earnings, of cash flows, and of changes in ownersshareholders’ equity for such Fiscal Yearfiscal year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearfiscal year. In addition, Borrower shall provide internally prepared unaudited consolidating On the date of delivery of such financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal YearLender, the unqualified opinion set forth above shall also cover Borrower will furnish to the consolidating statements which include Borrower’s balance sheet and statement Lender a Compliance Certificate signed by a Responsible Officer of earnings for the Borrower stating that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated such financial statements fairly present, in all material respects, the financial condition of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agentthe Borrower, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain Person has reviewed the Loan Documents, containing all calculations required to be made to show compliance or non-compliance with the Financial Covenants, containing the information required by Section 6.01(d) and further stating that there is no condition or event at the end of such fiscal year or at the time of such certificate which constitutes a Consolidated Default or specifying the nature and period of existence of any such condition or event. (b) Within five (5) Business Days after the date required to be delivered to the SEC, but no later than fifty (50) days after the end of each of the first three fiscal quarters of the Borrower, starting with the fiscal quarter ending September 30, 2013, the Borrower’s consolidated balance sheet and income statement as of the end of such Fiscal Year fiscal quarter and Consolidated statements a consolidated statement of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each such set of financial statements furnished under Section 6.2(a) or (b), as applicablestatements, furnish a Compliance Certificate signed by a Responsible Officer of the Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she such Person has reviewed the Loan Documents, containing the calculations showing required to be made to show compliance (or non- compliancenoncompliance with the provisions of the Financial Covenants, containing the information required by Section 6.01(d) and further stating that there is no condition or event at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter fiscal quarter or at the time of such certificate which constitutes a Default or specifying the nature and period of existence of any such Defaultcondition or event. (c) Promptly upon their becoming available, the Borrower shall provide copies of all registration statements, periodic reports and other statements and schedules filed by the Borrower with any securities exchange, the SEC or any similar Governmental Authority. (d) Each Compliance Certificate shall contain, with respect to any financial statements relating to a period during which any Specified Non-Wholly Owned Subsidiary or any Unrestricted Subsidiary is a Consolidated Subsidiary of the Borrower, a reasonably detailed reconciliation of each of the components reflected in the calculations of compliance with Financial Covenants to the corresponding amounts set forth in such financial statement. Documents required to be delivered pursuant to Section 6.01(a), (b), or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earlier of (i) the date on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.02 or at xxxx://xxx.xxx.xxx or (ii) the date on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Lender have access (whether a commercial or third-party website); provided that: (i) the Borrower shall deliver electronic or paper copies of such documents to the Lender if requested and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Lender of the posting of any such documents and provide to the Lender electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide electronic copies of the Compliance Certificates required by Sections 6.01(a) and (b) to the Lender. The Lender shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and the Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at Borrower’s expense: (a) As soon as availablePromptly upon the filing thereof, and in any event within 90 ninety (90) days after the end of each Fiscal Year, a copy of Borrower’s Form 10-K, which report shall include Borrower’s complete audited Consolidated financial statements of Parent together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, without material qualification, based on an audit using generally accepted auditing standards, by an PricewaterhouseCoopers LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent and acceptable to Administrative AgentGeneral Partner, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Such Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as availablePromptly upon the filing thereof, and in any event within 60 sixty (60) days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end first three Fiscal Quarters of such each Fiscal Quarter and unaudited Consolidated statements Year, a copy of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings Form 10-Q, which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower report shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of Borrower’s earnings and cash flows, and of changes in owners’ equity flows for such Fiscal Quarter, each setting forth in comparative form the corresponding figures Quarter and for the preceding period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter. (c) . In addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit D signed by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower and, as applicable, Parent General Partner stating that such financial statements are accurate and complete in all material respects (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 and 7.8, stating that that, to the best of his knowledge, no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default, and identifying any Subsidiary designated as an Unrestricted Subsidiary since the date of the most-recently delivered prior certificate under this Section 6.2(b). (c) Promptly upon their becoming available, copies of all Form 8-K’s filed by Borrower with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (d) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by Borrower to its unit holders and all registration statements filed by Borrower with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (e) Prompt notice of any publicly announced change in PAA’s Debt Rating by either Standard & Poor’s or Xxxxx’x. Documents required to be delivered pursuant to Section 6.2(a), (b), (c) or (d), (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at the website address listed on Schedule 10.3, and notifies Administrative Agent of such posting or link.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full The MLP and accurate books of account and records. the Borrower will maintain and will cause its their respective Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and proper books of record and account in accordance with GAAP and will furnish the following statements and reports to the Administrative Agent Agent, for distribution to each Lender, at the Borrower’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated financial statements of Parent the MLP together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion relating to such financial statements, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing accountants selected by Parent the MLP General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared; provided, however, that at any time when the MLP shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Annual Report on Form 10-K of the MLP for such Fiscal Year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (a). These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each of the first three Fiscal QuarterQuarters of each Fiscal Year, Parentthe MLP’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited the MLP’s Consolidated statements of earnings income, partners’ capital and cash flows for each such Fiscal Quarter (except in the case of the statement of cash flows) and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end year‑end adjustments and the absence of footnotes. In addition; provided, Borrower however, that at any time when the MLP shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total be subject to the unaudited Consolidated balance sheet and statement reporting requirements of earnings Section 13 or 15(d) of Parent the Exchange Act, delivery within the time period specified above of copies of the Quarterly Report on Form 10-Q of the MLP for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any such Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRSthe requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (b) for any of the first three Fiscal Quarters of a Fiscal Year. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting set forth in comparative form the corresponding figures for the same period of the preceding Fiscal QuarterYear. (c) Borrower The MLP will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsections (a) or and (b), as applicable) of this section, furnish a Compliance Certificate Certificate, signed on behalf of the MLP by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower andthe MLP, as applicable, Parent stating setting forth that such financial statements are accurate and complete in all material respects (subject subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments and the absence of footnotes), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- compliancenon‑compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 and 7.10, stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. Each Compliance Certificate shall contain with respect to any financial statements relating to a period during which any Unrestricted Subsidiary is a Consolidated subsidiary of the MLP, a reasonably detailed reconciliation of each of the components reflected in the calculations of compliance with Section 7.10 to the corresponding amounts set forth in such financial statements. (d) If for any Fiscal Quarter, Consolidated Funded Indebtedness used by the Borrower to determine compliance with Section 7.10 excludes Excluded Inventory Indebtedness, then together with the Compliance Certificate required pursuant to subsection (c) above for such Fiscal Quarter, the MLP will furnish a report describing the Petroleum Products inventory financed with such Excluded Inventory Indebtedness, identified by location, type of Petroleum Product, volume and hedged price, certified in the Compliance Certificate as true and correct in all material respects. (e) Promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the MLP, the Borrower or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Lender), and each prospectus and all amendments thereto filed by the MLP, the Borrower or any Subsidiary with the Commission and of all press releases and other statements made available generally by the MLP, the Borrower or any of their respective Subsidiaries to the public concerning material developments; provided that the MLP and the Borrower shall be deemed to have furnished the information specified in this clause (c) above on the date that such information is posted at the MLP’s website on the Internet or at such other website as notified to the Lenders.

Books, Financial Statements and Reports. Each Credit Party Buyer and each of --------------------------------------- its Subsidiaries will at all times maintain full and accurate books of account and records. Borrower Buyer will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent Seller at Borrower’s Buyer's expense: (a) As soon as available, and in any event within 90 one hundred five (105) days after the end of each Fiscal Year, complete audited Consolidated consolidated financial statements of Parent Buyer together with all notes thereto, prepared in reasonable detail in accordance with IFRSU.S. GAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing accountants selected by Parent Buyer and reasonably acceptable to Administrative AgentSeller, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year and Consolidated consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ ' equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated Buyer's consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated consolidated statements of Buyer's earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSU.S. GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower addition Buyer will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in a form reasonably acceptable to Seller signed by a Responsible Officer the chief financial officer of Borrower and, as applicable, Parent Buyer stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- complianceadjustments) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by Buyer to its stockholders and all registration statements, periodic reports and other statements and schedules filed by Buyer with any securities exchange, the Securities and Exchange Commission or any similar Governmental Entity. (d) Annually within 60 days after the end of each Fiscal Year beginning with the Fiscal Year ending April 30, 2000, a report containing (i) an estimation of the oil and gas reserves, classified by appropriate categories, as of the end of the preceding fiscal year attributable to the interest of Buyer therein, (ii) a projection of the rate of production of and net income from such reserves with respect to each such interest, (iii) a calculation of the present worth of such net income discounted at a rate of 10% and (iv) a schedule or complete description of all assumptions, estimates and projections made or used in the preparation of such report. Each such report shall be prepared in accordance with customary and generally accepted standards and practices for petroleum engineers, and shall be based on (1) prices determined by the Holders of a Requisite Majority , (2) lease operating expenses and production taxes derived from and consistent with those actually incurred by Buyer, escalated at the same rate, if any, being applied to prices and (3) such other assumptions as shall be designated by the Holders of a Requisite Majority. In addition to the foregoing, the Holders of a Requisite Majority shall have the right from time to time to cause the independent petroleum engineer referenced below to prepare an additional report of the type described above, not to exceed one additional report in any one calendar year, in which event all fees and expenses incurred in connection with obtaining such additional report shall be paid by Buyer. Each report under this subsection shall be prepared by an independent petroleum engineer designated by Buyer and approved by the Holders of a Requisite Majority. Each annual report referenced above shall also include an estimate of Buyer's proved oil and gas reserves (as defined in Regulation S-X promulgated by the Securities and Exchange Commission) and a calculation of the "present value of estimated future net revenues" from such proved oil and gas reserves, with such present worth calculation to be made in accordance with Regulation S-X, as promulgated by the Securities and Exchange Commission. (e) Promptly, such other information with respect to the business and operations of Buyer and its Subsidiaries, as Seller may reasonably request.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent at the Borrower’s expense: (a) As soon as availableWithin five (5) Business Days of being filed with the SEC, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated consolidated financial statements of Parent the Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an KPMG Peat Marwick L.L.P., or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent the Borrower and reasonably acceptable to Administrative Agent, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year and Consolidated consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating together with each such set of financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Yearstatements, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable will furnish to Administrative AgentAgent a Compliance Certificate signed by a Responsible Officer of the Borrower, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as are accurate and complete, stating that such Person has reviewed or caused to be reviewed the Loan Documents, containing all calculations required to be made to show compliance or non-compliance with the provisions of Section 8.06, and further stating that to such Person’s best knowledge there is no condition or event at the end of such Fiscal Year or at the time of such certificate which constitutes a Default or, if a Default exists, specifying the nature and Consolidated statements period of earnings, existence of cash flows, and of changes in owners’ equity for any such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearcondition or event. (b) As soon as availableWithin five (5) Business Days of being filed with the SEC, and in any event within 60 forty-five (45) days after the end of each Fiscal Quarter, Parentthe Borrower’s unaudited Consolidated consolidated and consolidating balance sheet and income statement as of the end of such Fiscal Quarter and unaudited Consolidated statements a consolidated statement of earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to addition the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each such set of financial statements furnished under Section 6.2(a) or (b), as applicablestatements, furnish a Compliance Certificate signed by a Responsible Officer of the Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she such Person has reviewed or caused to be reviewed the Loan Documents, containing all calculations showing required to be made by the Borrower to show compliance (or non- compliance) at the end of such Fiscal Quarter non-compliance with the requirements provisions of Section 7.14 8.06 and further stating that to such Person’s best knowledge there is no Default exists condition or event at the end of such Fiscal Quarter or at the time of such certificate which constitutes a Default or if a Default exists, specifying the nature and period of existence of any such Defaultcondition or event. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by the Borrower to its stockholders and all registration statements, periodic reports and other statements and schedules filed by the Borrower with any securities exchange, the SEC or any similar Governmental Authority, including any information or estimates with respect to the Borrower’s oil and gas business (including its exploration, development and production activities) which are required to be furnished in the Borrower’s annual report pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. Documents required to be delivered pursuant to this Section 7.02 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by this Section 7.02 to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (in this Section, each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 11.02); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding any provision or implication herein to the contrary, the Borrower shall not be under any obligation to xxxx any Borrower Materials “PUBLIC”.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. The U.S. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent at the U.S. Borrower’s expense: (a) As soon as availableWithin five (5) Business Days of being filed with the SEC, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated consolidated financial statements of Parent the U.S. Borrower for such Fiscal Year, together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an KPMG, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent the U.S. Borrower and reasonably acceptable to Administrative Agent, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year and Consolidated consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating together with each such set of financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Yearstatements, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of U.S. Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable will furnish to Administrative AgentAgent a Compliance Certificate signed by a Responsible Officer of the U.S. Borrower, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as are accurate and complete, stating that such Person has reviewed or caused to be reviewed the Loan Documents, containing all calculations required to be made to show compliance or non-compliance with the provisions of Section 9.08 at the end of such Fiscal Year, and further stating that to such Person’s best knowledge there is no condition or event at the end of such Fiscal Year or at the time of such certificate which constitutes a Default or, if a Default exists, specifying the nature and Consolidated statements period of earnings, existence of cash flows, and of changes in owners’ equity for any such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearcondition or event. (b) As soon as availableWithin five (5) Business Days of being filed with the SEC, and in any event within 60 forty-five (45) days after the end of each Fiscal QuarterQuarter (other than the last Fiscal Quarter of each Fiscal Year), Parentbeginning with the Fiscal Quarter ending on September 30, 2018, the U.S. Borrower’s unaudited Consolidated consolidated and consolidating balance sheet and income statement as of the end of such Fiscal Quarter and unaudited Consolidated statements a consolidated statement of earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to addition the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) U.S. Borrower will, together with each such set of financial statements furnished under Section 6.2(a) or (b), as applicablestatements, furnish a Compliance Certificate signed by a Responsible Officer of the U.S. Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she such Person has reviewed or caused to be reviewed the Loan Documents, containing all calculations showing required to be made by the U.S. Borrower to show compliance (or non- compliance) at the end of such Fiscal Quarter non-compliance with the requirements provisions of Section 7.14 9.08 and further stating that to such Person’s best knowledge there is no Default exists condition or event at the end of such Fiscal Quarter or at the time of such certificate which constitutes a Default or if a Default exists, specifying the nature and period of existence of any such Defaultcondition or event. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by the U.S. Borrower to its stockholders and all registration statements, periodic reports and other statements and schedules filed by the U.S. Borrower with any securities exchange, the SEC or any similar Governmental Authority, including any information or estimates with respect to the U.S. Borrower’s oil and gas business (including its exploration, development and production activities) which are required to be furnished in the U.S. Borrower’s annual report pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, other than Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any financial statements or other information included in such reports to the extent furnished pursuant to Section 8.02(a) or (b); provided, however, that no financial statements, reports, notices, proxy statements, registration statements or any other documents or information shall be required to be furnished pursuant to this Section 8.02(c) to the extent that they are available on the SEC’s EDGAR database. Documents required to be delivered pursuant to this Section 8.02 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the U.S. Borrower posts such documents, or provides a link thereto on the U.S. Borrower’s website on the Internet at the website address listed on Schedule 12.02; or (ii) on which such documents are posted on the U.S. Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the U.S. Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the U.S. Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the U.S. Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the U.S. Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Books, Financial Statements and Reports. Each Credit Party Restricted --------------------------------------- Person will at all times maintain full and accurate books of account and records. Borrower Plains MLP will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at Borrower’s Restricted Person's expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, Year (i) complete audited Consolidated financial statements of Parent Plains MLP together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an PricewaterhouseCoopers LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent General Partner and acceptable to Administrative AgentMajority Lenders, stating that such Consolidated financial statements have been so preparedprepared and (ii) supporting unaudited consolidating balance sheets and statements of income of each other Restricted Person (except for any Restricted Person whose financial statements are substantially the same as those of Plains MLP). These financial statements shall contain a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting . Such Consolidated financial statements shall set forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement within ninety (90) days after the end of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any each Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, Plains MLP will furnish a certificate signed by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, such accountants (i) stating that such Consolidated financial statements they have been so prepared. These financial statements shall contain a Consolidated balance sheet as of read this Agreement, (ii) containing calculations showing compliance (or non-compliance) at the end of such Fiscal Year and Consolidated statements with the requirements of earningsSections 7.11 through 7.14, of cash flowsinclusive, and (iii) further stating that in making their examination and reporting on the Consolidated financial statements described above they obtained no knowledge of changes in owners’ equity for any Default existing at the end of such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearor, if they did so conclude that a Default existed, specifying its nature and period of existence. (b) As soon as available, and in any event within 60 forty-five (45) days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end first three Fiscal Quarters of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a (i) Plains MLP's Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, Plains MLP's earnings and cash flows for such Fiscal Quarter and for the period from the beginning of cash flows, and the then current Fiscal Year to the end of changes in owners’ equity for such Fiscal Quarter, and (ii) supporting consolidating balance sheets and statements of income of each setting forth other Restricted Person (except for any Restricted Person whose financial statements are substantially the same as those of Plains MLP), all in comparative form reasonable detail and prepared in accordance with GAAP, subject to changes resulting from normal year-end adjustments, and as soon as available, and in any event within forty-five (45) days after the corresponding figures end of the last Fiscal Quarter of each Fiscal Year, Plains MLP's unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and income statement for such Fiscal Quarter and for the preceding period from the beginning of the current Fiscal Year to the end of such Fiscal Quarter. (c) Borrower . In addition Plains MLP will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit F signed by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower and, as applicable, Parent General Partner stating that such financial statements are accurate and complete in all material respects (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 Sections 7.11 through 7.14, inclusive and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by Plains MLP to its unit holders and all registration statements, periodic reports and other statements and schedules filed by Plains MLP with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (d) As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, a business and financial plan for Plains MLP (in form reasonably satisfactory to Administrative Agent), prepared or caused to be prepared by a senior financial officer thereof, setting forth for the first year thereof, quarterly financial projections and budgets for Plains MLP, and thereafter yearly financial projections during the Commitment Period. (e) On or about the twenty-sixth (26th) (but no later than the twenty-eighth (28th)) day of each calendar month (i) a Borrowing Base Report in the form of Exhibit H duly completed by an authorized officer of General Partner and conforming with the requirements of Section 2.13, and (ii) a statement reconciling such report with the Borrowing Base Report delivered on or about the 26th day of the preceding calendar month. (f) As soon as available, and in any event within thirty-five (35) days after the end of each calendar month, a report setting forth for such month aggregate volumes and margins for all marketing activities of Restricted Persons. (g) As soon as available, and in any event within thirty (30) days after the end of each Fiscal Year, an environmental compliance certificate signed by the president or chief executive officer of General Partner in the form attached hereto as Exhibit I. Further, if requested by Administrative Agent, Restricted Persons shall permit and cooperate with an environmental and safety review made in connection with the operations of Restricted Persons' properties one time during each Fiscal Year, by Pilko & Associates, Inc. or other consultants selected by Administrative Agent which review shall, if requested by Administrative Agent, be arranged and supervised by environmental legal counsel for Administrative Agent, all at Restricted Persons' cost and expense. The consultant shall render a verbal or written report, as specified by Administrative Agent, based upon such review at Restricted Persons' cost and expense and a copy thereof will be provided to Restricted Persons. (h) Concurrently with the annual renewal of Restricted Persons' insurance policies, Restricted Persons shall at their own cost and expense, if requested by Administrative Agent in writing, cause a certificate or report to be issued by Administrative Agent's professional insurance consultants or other insurance consultants satisfactory to Administrative Agent certifying that Restricted Persons' insurance for the next succeeding year after such renewal (or for such longer period for which such insurance is in effect) complies with the provisions of this Agreement and the Security Documents. (i) As soon as available, and in any event within thirty-five (35) days after the end of each calendar month, a Consolidated statement of Plains MLP's earnings for such calendar month in form satisfactory to Administrative Agent. (j) By 10:00 a.m., Boston Massachusetts time, each Monday, a report on a xxxx to market basis of all Floating Rate Contracts as of the close of business on the previous Friday, and together with such report a complete list of all net realized losses on any Floating Rate Contracts for the prior twelve months in form satisfactory to Administrative Agent.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accountingaccounting and proper books of record and account in accordance with GAAP, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at the Borrower’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, (i) complete audited Consolidated financial statements of Parent the Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion relating to such financial statements, based on an audit using generally accepted auditing standards, by an Gxxxx Xxxxxxxx LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent the General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared; provided, however, that at any time when the Borrower shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Annual Report on Form 10-K of the Borrower for such Fiscal Year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (a)(i), and (ii) a consolidating balance sheet and a consolidating statement of operations reflecting the consolidating information for the Borrower, the Unrestricted Subsidiaries (individually or with one or more on a combined basis) and the Restricted Subsidiaries (individually or with one or more on a combined basis) for such Fiscal Year, setting forth, in each case, in comparative form, figures for the preceding Fiscal Year, certified by an authorized financial officer of the Borrower as presenting fairly, in all material respects, the information contained therein, on a basis consistent with the Consolidated financial statements, which consolidating statement of operations may be in summary form in detail satisfactory to the Administrative Agent. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting . Such financial statements shall set forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Yearfiscal year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each Fiscal Quarter, ParentQuarter (i) the Borrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited the Borrower’s Consolidated statements of earnings income, partners’ capital and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and adjustments; provided, however, that at any time when the absence of footnotes. In addition, Borrower shall provide internally be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Quarterly Report on Form 10-Q of the Borrower for such Fiscal Quarter prepared unaudited in accordance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (b)(i) for any of the first three Fiscal Quarters of a Fiscal Year and (ii) a consolidating financial statements including Borrower’s balance sheet and a consolidating statement of earnings which agree in total to operations reflecting the unaudited Consolidated balance sheet and statement of earnings of Parent consolidating information for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance the Unrestricted Subsidiaries (individually or with IFRS. These financial statements shall contain one or more on a Consolidated balance sheet as of combined basis) and the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity Restricted Subsidiaries (individually or with one or more on a combined basis) for such Fiscal Quarter, setting forth, in each setting case, in comparative form, figures for same period of the preceding Fiscal Year, certified by an authorized financial officer of the Borrower as presenting fairly, in all material respects, the information contained therein, on a basis consistent with the Consolidated financial statements, which consolidating statement of operations may be in summary form in detail satisfactory to the Administrative Agent. Such financial statements shall set forth in comparative form the corresponding figures for the same period of the preceding Fiscal Quarter. (c) Year. In addition the Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate Certificate, signed on behalf of the Borrower by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower andthe General Partner, as applicable, Parent stating setting forth that such financial statements are accurate and complete in all material respects (subject subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.12, and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) So long as any of the HXXX Companies are Unrestricted Subsidiaries, as soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, complete Consolidated financial statements of La Grange together with all notes thereto, prepared in reasonable detail in accordance with GAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by Gxxxx Xxxxxxxx LLP relating to such financial statements, or other independent certified public accountants selected by the General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared. Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings for such Fiscal Year. Such financial statements shall set forth in comparative form the corresponding figures for the preceding Fiscal Year. (d) So long as any of the HXXX Companies are Unrestricted Subsidiaries, as soon as available, and in any event within fifty (50) days after the end of each fiscal quarter, the Consolidated balance sheet of La Grange as of the end of such Fiscal Quarter, the Consolidated balance sheet of La Grange as of the end of such Fiscal Quarter and the Consolidated statements of La Grange of income, partners’ capital and cash flows for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with GAAP, subject to changes resulting from normal year-end adjustments. Such financial statements shall set forth in comparative form the corresponding figures for the same period of the preceding Fiscal Year. In addition La Grange will, together with each such set of financial statements and each set of financial statements furnished under subsection (a) of this section, furnish a certificate signed on behalf of La Grange by the chief financial officer, principal accounting officer or treasurer of General Partner, stating that such financial statements are accurate and complete in all material respects (subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments). (e) Promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Borrower or any of its Subsidiaries to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Lender), and each prospectus and all amendments thereto filed by the Borrower or any of its Subsidiaries with the Commission and of all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments; provided that the Borrower shall be deemed to have furnished the information specified in this clause (f) above on the date that such information is posted at the Borrower’s website on the Internet or at such other website as notified to the Lenders.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower Borrowers will maintain and will cause its their Subsidiaries to maintain a standard system of accounting, will maintain its their Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at Borrower’s Borrowers’ expense: (a) As soon as available, and in any event within 90 one hundred twenty (120) days after the end of each Fiscal Year, complete audited Consolidated and consolidating financial statements of Parent RAAM together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an a “Big Four” public accounting firm or another independent certified public accounting firm of nationally recognized standing selected by Parent RAAM and acceptable to Administrative AgentLender, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Yearand, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 sixty (60) days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated and consolidating statements of RAAM’s earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower RAAM will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate signed by a Responsible Officer certificate in the form of Borrower and, as applicable, Parent Exhibit D stating that such the chief financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she officer has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section Sections 7.3, 7.4, 7.13, 7.14 and 7.15 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) By March 31 and September 30 of each year, beginning March 31, 2010, an engineering report prepared by Netherland Xxxxxx & Associates, Inc. and X.X. Xxxx and Associates, Inc. as of January 1 and July 1, respectively, or other independent petroleum engineers chosen by Borrowers and acceptable to Administrative Agent, concerning all oil and gas properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to the proved oil or gas reserves. This report shall be satisfactory to Administrative Agent, shall take into account any “overproduced” status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrowers which distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral. Concurrent with the delivery of each report delivered pursuant to this subsection, Borrowers will furnish a cash flow budget of Borrowers for the twelve month period following the date of such report which will project monthly production volumes, revenues, expenses, taxes and budgeted capital expenditures. (d) By December 15, 2009, an engineering report prepared by Netherland Xxxxxx & Associates, Inc. and X.X. Xxxx and Associates, Inc. as of December 1 or other independent petroleum engineers chosen by Borrowers and acceptable to Administrative Agent, concerning all oil and gas properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to the proved oil or gas reserves. This report shall be satisfactory to Administrative Agent, shall take into account any “over-produced” status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrowers which distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral. (e) As soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter, a report, certified by an officer of Borrowers, describing by lease or unit the gross volume of production and sales attributable to production during such Fiscal Quarter from the properties described in subsection (c) above and describing the related severance taxes, other taxes, leasehold operating expenses and capital costs attributable thereto and incurred during such Fiscal Quarter. (f) Within fifteen (15) days after any material changes in insurance coverage by the Restricted Persons, report describing such changes, and, within thirty (30) days after the end of each Fiscal Year, a report describing the insurance coverage of the Restricted Persons and certifying compliance with Section 6.8. In addition, the Restricted Persons will, together with each report describing any material changes in insurance coverage by the Restricted Persons, provide a new insurance certificate, naming Administrative Agent as an additional insured or loss payee, as appropriate.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender Party at Borrower’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated and consolidating financial statements of Parent Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing accountants selected by Parent Borrower and acceptable to Administrative AgentMajority Lenders, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 forty-five (45) days after the end of the first three Fiscal Quarters in each Fiscal QuarterYear, ParentBorrower’s unaudited Consolidated and consolidating balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated and consolidating statements of Borrower’s earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit D signed by a Responsible the Chief Financial Officer or the Treasurer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.11 and Section 7.12 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) As soon as available, and in any event within fifteen (15) days after the date required to be delivered to the SEC, Borrower will deliver copies of all financial statements, reports, notices and proxy statements sent by any Restricted Person to its stockholders and all registration statements, periodic reports and other statements and schedules filed by any Restricted Person with any securities exchange, the SEC or any similar governmental authority. Documents required to be delivered pursuant to Section 6.2(a), (b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at the website address listed in the Disclosure Letter; or (ii) on which such documents are posted on Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, including, but not limited to any filings made on EXXXX to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided that: (x) Borrower shall deliver paper copies of such documents to Administrative Agent or any Lender that requests Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Administrative Agent or such Lender and (y) Borrower shall notify (which may be by facsimile or electronic mail) Administrative Agent and each Lender of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.2(b) to Administrative Agent and each of the Lenders. Except for such Compliance Certificates, Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. (d) By March 15 of each year, Borrower will deliver an Engineering Report prepared by Independent Engineers as of January 1 of such year, concerning all oil and gas properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to them Proved Reserves. This report shall be satisfactory to Administrative Agent, shall contain sufficient information to enable Borrower to meet the reporting requirements concerning oil and gas reserves contained in Regulations S-K and S-X promulgated by the SEC and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrower which distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral. (e) By September 15 of each year, commencing September 15, 2008, and promptly following notice of a Special Redetermination under Section 2.9 Borrower will deliver an engineering report prepared by Staff Engineers consistent in form and scope of the Engineering Reports described in (d) above, as of July 1 of such year in the case of Scheduled Redeterminations and as of the date specified in Section 2.9(c) in the case of Special Redeterminations. (f) Together with each Engineering Report required under Section 2.9(d) and each Engineering Report required under Section 2.9(e), Borrower will furnish lease operating statements for twelve consecutive calendar months then ended, which include lease operating statements for such period and for each month during such period, for properties covered by such Engineering Report. (g) Together with each set of financial statements furnished under subsections (a) and (b) of this section, Borrower will furnish a report (in form reasonably satisfactory to Administrative Agent) of all Hedging Contracts of Borrower and each of its Subsidiaries, setting forth the type, term, effective date, termination date and notional amounts or volumes and the counterparty to each such agreement. (h) As soon as available, and in any event within forty-five (45) days after the end of each calendar quarter, Borrower will deliver a report describing by lease or unit the gross volume of production and sales attributable to production during such quarter from the properties described in the most recent Engineering Report and describing the related severance taxes, other taxes, leasehold operating expenses and capital costs attributable thereto and incurred during such quarter. (i) When Borrower or a Consolidated subsidiary of Borrower acquires assets during a Four-Quarter Period and such assets are included in the calculation of Adjusted EBITDAX for such Four-Quarter Period, Borrower shall deliver to Administrative Agent and Lenders, together with the financial statements described in Section 6.2(b), pro forma financial statements of Borrower for such period prepared on a Consolidated basis as if such assets had been acquired by Borrower or such subsidiary on the first day of such Four-Quarter Period. (j) Concurrently with the reports referred to in Section 6.2(d), Borrower will deliver a report describing material gas imbalances and curtailments of production for the Collateral.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. US Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at US Borrower’s expense: (a) As soon as availablePromptly upon the filing thereof, and in any event within 90 ninety (90) days after the end of each Fiscal Year, a copy of US Borrower’s Form 10-K, which report shall include US Borrower’s complete audited Consolidated financial statements of Parent together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, without material qualification, based on an audit using generally accepted auditing standards, by an PricewaterhouseCoopers LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent and acceptable to Administrative AgentGeneral Partner, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Such Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as availablePromptly upon the filing thereof, and in any event within 60 sixty (60) days after the end of each of the first three Fiscal QuarterQuarters of each Fiscal Year, Parenta copy of US Borrower’s Form 10-Q, which report shall include US Borrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of US Borrower’s earnings and cash flows, and of changes in owners’ equity flows for such Fiscal Quarter, each setting forth in comparative form the corresponding figures Quarter and for the preceding period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter. (c) . In addition US Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit D signed by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower and, as applicable, Parent General Partner stating that such financial statements are accurate and complete in all material respects (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 Sections 7.8 and 7.9 and stating that that, to the best of his knowledge, no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, copies of all Form 8-K’s filed by US Borrower with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (d) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by US Borrower to its unit holders and all registration statements filed by US Borrower with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (e) Prompt notice of any publicly announced change in PAA’s Debt Rating by either Standard & Poor’s or Xxxxx’x. Documents required to be delivered pursuant to Section 6.2(a), (b), (c) or (d), (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed in Section 10.3, and notifies Administrative Agent of such posting or link.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Restricted Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and proper books of record and account in accordance with GAAP and will furnish the following statements and reports to the Administrative Agent for distribution to each Lender at the Borrower’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, (i) complete audited Consolidated financial statements of Parent the Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion relating to such financial statements, based on an audit using generally accepted auditing standards, by an Xxxxx Xxxxxxxx LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent the General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared; provided, however, that at any time when the Borrower shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Annual Report on Form 10-K of the Borrower for such Fiscal Year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (a)(i), and (ii) a consolidating balance sheet and a consolidating statement of operations reflecting the consolidating information for the Borrower, the Unrestricted Persons (reflecting the consolidating information for each Unrestricted Person and its respective subsidiaries on a Consolidated basis) and the Restricted Subsidiaries (individually or with one or more on a combined basis) for such Fiscal Year, setting forth, in each case, in comparative form, figures for the preceding Fiscal Year, such financial statements and information of the Borrower furnished, in each case, pursuant to clause (ii) to be certified by an authorized financial officer of the Borrower as presenting fairly, in all material respects, the information contained therein, on a basis consistent with the Consolidated financial statements, which consolidating statement of operations may be in summary form in detail satisfactory to the Administrative Agent. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each Fiscal Quarter, ParentQuarter (i) the Borrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited the Borrower’s Consolidated statements of earnings income, partners’ capital and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end year‑end adjustments and the absence of footnotes. In addition; provided, however, that at any time when the Borrower shall provide internally be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Quarterly Report on Form 10-Q of the Borrower for such Fiscal Quarter prepared unaudited in accordance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (b)(i) for any of the first three Fiscal Quarters of a Fiscal Year and (ii) a consolidating financial statements including Borrower’s balance sheet and a consolidating statement of earnings which agree in total to operations reflecting the unaudited Consolidated balance sheet and statement of earnings of Parent consolidating information for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain the Unrestricted Persons (reflecting the consolidating information for each Unrestricted Person and its respective subsidiaries on a Consolidated balance sheet as of basis) and the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity Restricted Subsidiaries (individually or with one or more on a combined basis) for such Fiscal Quarter, setting forth, in each setting case, in comparative form, figures for same period of the preceding Fiscal Year, such financial statements and information of the Borrower furnished, in each case, pursuant to clauses (b)(i) and (ii), to be certified by an authorized financial officer of the Borrower as presenting fairly, in all material respects, the information contained therein, on a basis consistent with the Consolidated financial statements, which consolidating statement of operations may be in summary form in detail satisfactory to the Administrative Agent. Such financial statements shall set forth in comparative form the corresponding figures for the same period or date of the preceding Fiscal Quarter. (c) Year. In addition the Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicable) of this Section, furnish a Compliance Certificate Certificate, signed on behalf of the Borrower by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower andthe General Partner, as applicable, Parent stating setting forth that such financial statements are accurate and complete of the Borrower as presenting fairly, in all material respects, the information contained therein (subject subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments and the absence of footnotes), stating that he/she such officer has reviewed the Loan Documents, containing calculations showing compliance (or non- compliancenon‑compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.12, and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Borrower or any of its Subsidiaries to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Lender), and each prospectus and all amendments thereto filed by the Borrower or any of its Subsidiaries with the Commission and of all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments; provided that the Borrower shall be deemed to have furnished the information specified in this clause (c) on the date that such information is posted at the Borrower’s or an MLP’s web site on the Internet or at such other web sites as notified to the Lenders. (d) The Borrower will furnish to the Administrative Agent prompt written notice of any change (but in no event later than 30 days after such change, unless otherwise agreed by the Administrative Agent) in (i) any Restricted Person’s name, (ii) any Restricted Person’s identity or organizational form or jurisdiction of incorporation, or (iii) any Restricted Person’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless, promptly therewith (but in no event later than 30 days after such change, unless otherwise agreed by the Administrative Agent), it shall have provided the Administrative Agent with all filings under the UCC or otherwise that are required in order for the Administrative Agent to continue to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (e) At the time of delivery of financial statements pursuant to Section 6.02(b), if Collateral consists of any property other than the property that was Collateral on the Closing Date, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate (i) either confirming that there has been no change in such information since the Perfection Certificate was delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such -51- changes, and (ii) certifying that all UCC financing statements (including fixtures filings, as applicable) or other appropriate filings, recordings or registrations, have been filed of record in each applicable governmental, municipal or other appropriate office in each applicable jurisdiction to the extent necessary to protect and perfect the security interests under the Collateral Documents.

Books, Financial Statements and Reports. Each Credit Loan Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Yearfiscal year, and will furnish (or provide electronic access pursuant to the last paragraph of this Section 6.02) the following statements and reports to Administrative Agent and each Lender at the Borrower’s expense: (a) As soon as availableWithin five days after the date required to be delivered to the SEC, and in any event within 90 but no later than 95 days after the end of each Fiscal Yearfiscal year, complete audited Consolidated consolidated financial statements of Parent the Borrower together with all notes thereto, which shall be prepared in reasonable detail in accordance with IFRSGAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, together with an unqualified opinion, opinion based on an audit using generally accepted auditing standards, by an Ernst & Young LLP or another independent certified public accounting firm accountant of nationally recognized standing selected by Parent and reasonably acceptable to the Administrative Agent, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year fiscal year and Consolidated consolidated statements of earnings, of cash flows, and of changes in ownersshareholders’ equity for such Fiscal Yearfiscal year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearfiscal year. In addition, Borrower shall provide internally prepared unaudited consolidating On the date of delivery of such financial statements including Borrower’s balance sheet to Administrative Agent and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Yeareach Lender, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable will furnish to Administrative AgentAgent and each Lender a Compliance Certificate signed by a Responsible Officer of the Borrower, stating that such Consolidated financial statements have been so prepared. These fairly present the financial statements shall contain condition of the Borrower, stating that such Person has reviewed the Loan Documents, containing all calculations required to be made to show compliance or non-compliance with the provisions of Section 7.11, and further stating that there is no condition or event at the end of such fiscal year or at the time of such certificate which constitutes a Consolidated Default or specifying the nature and period of existence of any such condition or event. (b) Within five days after the date required to be delivered to the SEC, but no later than 50 days after the end of each fiscal quarter, the Borrower’s consolidated balance sheet and income statement as of the end of such Fiscal Year fiscal quarter and Consolidated statements a consolidated statement of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each such set of financial statements furnished under Section 6.2(a) or (b), as applicablestatements, furnish a Compliance Certificate signed by a Responsible Officer of the Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she such Person has reviewed the Loan Documents, containing all calculations showing required to be made by the Borrower to show compliance (or non- compliance) non-compliance with the provisions of Section 7.11, and further stating that there is no condition or event at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter fiscal quarter or at the time of such certificate which constitutes a Default or specifying the nature and period of existence of any such Defaultcondition or event. (c) Promptly upon their becoming available, the Borrower shall provide copies of (or electronic access pursuant to the last paragraph of this Section 6.02 to) all registration statements, periodic reports and other statements and schedules filed by any Loan Party with any securities exchange, the SEC or any successor Governmental Authority. Documents required to be furnished or delivered pursuant to Section 6.02(a), (b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website (including XXXXX), or whether sponsored by the Administrative Agent); provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of its annual Form 10-K, each quarterly Form 10-Q and any other material filing by the Borrower with any securities exchange, the SEC or any successor Governmental Authority and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Sections 6.02(a) and (b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower Each Restricted Person will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its respective Fiscal Year, and will furnish the following statements and reports to Administrative Agent at Borrower’s its expense: (a) As soon as available, and in any event within 90 120 days after the end of each Fiscal Year (or, in the case of the Fiscal Year ending December 31, 2023, within 150 days after the end of such Fiscal Year), complete audited Consolidated financial statements of Parent the Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with regard to (x) the occurrence of the Maturity Date in respect of any Loan in the 12 month period following the relevant auditor’s report or (y) a breach or anticipated breach of the Financial Performance Covenants), based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Parent Borrower and reasonably acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ 73 [OPAL Fuels Credit Agreement] equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter (or, in the case of the Fiscal Quarter ending June 30, 2023, within 75 days after the end of such Fiscal Quarter), ParentBorrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of Borrower’s earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower willPromptly upon their becoming available (and to the extent not previously provided), together copies of all management letters, financial statements, reports, notices and proxy statements sent by any Restricted Person to its equity holders and all registration statements, periodic reports and other statements and schedules filed by any Restricted Person with any securities exchange, the SEC or any similar Governmental Authority, if any. (d) Together with each set of financial statements furnished under Section 6.2(asubsections (a) or and (b)) of this section, as applicable, Borrower will furnish a Compliance Certificate signed by a its chief financial officer or such other Responsible Officer of the Borrower and, as applicable, Parent stating that such financial statements are accurate fairly present the financial condition of the Borrower and complete its Subsidiaries as of the date thereof (in the case of financial statements furnished under subsection (b), subject to normal year-end adjustments and the absence of footnotes), stating that he/she such officer has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 Financial Performance Covenants and stating that no Default exists at the end of such Fiscal Quarter or at as of the time date of such certificate Compliance Certificate or specifying the nature and period of existence of any such Default. Such Compliance Certificate shall also include the Borrower’s calculation of Distributable Cash in respect of the applicable period. Documents required to be delivered pursuant to subsections (a) or (b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address notified by the Borrower to the Administrative Agent; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower shall notify the Administrative Agent and each Lender (by fax transmission or e-mail transmission) of the posting of any such documents and provide to the Administrative Agent by e-mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (i) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and any LC Issuer materials and/or information provided by or on behalf of the Borrower under this Section 6.2 (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (A) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” 74 [OPAL Fuels Credit Agreement] shall appear prominently on the first page thereof; (B) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the LC Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.6); (C) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (D) the Administrative Agent and any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.

Books, Financial Statements and Reports. Each Credit Loan Party and its respective Subsidiaries will at all times maintain full and accurate books of account and records. Borrower Loan Parties will maintain and will cause its their Subsidiaries to maintain a standard system of accounting, will maintain its their Fiscal Year, and will furnish the following statements and reports to each Lender (with a copy to the Administrative Agent Agent) at Borrower’s Borrowers’ expense: (a) As soon as available, and in any event within 90 one hundred twenty (120) days after the end of each Fiscal Year, : (i) complete audited Consolidated financial statements of Parent RAAM and its Subsidiaries together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion (other than a “going concern” qualification with respect to pending maturities of the Loans and the Permitted Second Lien Debt), based on an audit using generally accepted auditing standards, by Ernst & Young or an independent certified public accounting firm of nationally or regionally recognized standing selected by Parent RAAM and reasonably acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative AgentMajority Lenders, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (bii) As soon as available, and a certificate in any event within 60 days after the end form of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event Exhibit D stating that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated chief financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each set of financial statements furnished under Section 6.2(a) or (b), as applicable, furnish a Compliance Certificate signed by a Responsible Officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she officer has reviewed the Loan DocumentsDocuments and such certificate, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with each of the covenants set forth in the Loan Documents (including, without limitation, the requirements of Section Sections 6.21, 7.3, 7.4, 7.13, 7.14 and 7.15), stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such DefaultDefault and containing such other certifications as required thereby. (iii) a Consolidated lease operating statement for the Fiscal Year then ended (to be provided as a Schedule to Exhibit D) that will provide monthly production volumes by product, revenues by product, lease operating expenses, production taxes and capital expenditures with respect to the operated properties of the Loan Parties and their Subsidiaries; provided, however, in addition to the foregoing requirement, to the extent any of the Borrowers or their Subsidiaries enter into any lease in which none of the Borrowers or their Subsidiaries are the operators, Borrowers shall also deliver a lease operating statement in accordance with this clause (iii) within 15 days after receiving the information needed to produce such lease operating statement from the applicable operator (it being agreed and understood that Borrowers shall use best efforts to obtain such information as promptly as possible). (iv) a certificate of a Financial Officer in the form of Exhibit D, in form reasonably satisfactory to the Administrative Agent, setting forth as of the end of such Fiscal Year, a true and complete list of all Hedging Contracts of the Loan Parties and Subsidiaries thereof and the material terms thereof (including the type, term, effective date, termination date, notional amounts or volumes, and strike price) and the counterparty to each such agreement. (b) As soon as available, and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year: (i) a balance sheet as of the end of such Fiscal Quarter and Consolidated statements of RAAM’s earnings and cash flows for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. (ii) a certificate in the form of Exhibit D stating that the chief financial officer has reviewed the Loan Documents and such certificate, containing calculations showing compliance (or non-compliance) at the end of such Fiscal Quarter with each of the covenants set forth in the Loan Documents (including, without limitation, the requirements of Sections 6.21, 7.3, 7.4, 7.13, 7.14 and 7.15), stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default and containing such other certifications as required thereby. (iii) a Consolidated lease operating statement for the year-to-date period then ended (to be provided as a Schedule to Exhibit D) that will provide monthly production volumes by product, revenues by product, lease operating expenses, production taxes and capital expenditures with respect to the operated properties of the Loan Parties and their Subsidiaries; provided, however, in addition to the foregoing requirement, to the extent any of the Borrowers or their Subsidiaries enter into any lease in which none of the Borrowers or their Subsidiaries are the operators, Borrowers shall also deliver a lease operating statement in accordance with this clause (iii) within 15 days after receiving the information needed to produce such lease operating statement from the applicable operator (it being agreed and understood that Borrowers shall use best efforts to obtain such information as promptly as possible). (iv) a certificate of a Financial Officer in the form of Exhibit D, in form reasonably satisfactory to the Administrative Agent, setting forth as the end of such Fiscal Quarter, a true and complete list of all Hedging Contracts of the Loan Parties and Subsidiaries thereof and the material terms thereof (including the type, term, effective date, termination date, notional amounts or volumes, and strike price) and the counterparty to each such agreement. (c) By March 31st of each year, an engineering report prepared by Netherland Xxxxxx & Associates, Inc. as of the preceding January 1st (or other nationally recognized first tier independent petroleum engineers chosen by Borrowers and reasonably acceptable to the Majority Lenders) concerning all Oil and Gas Properties and interests owned by any Loan Party or any of its respective Subsidiaries that are located in or offshore of the United States and that have attributable to them Proved Reserves. This report shall be reasonably satisfactory to the Majority Lenders, shall take into account any “over-produced” status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrowers that distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral. Concurrent with the delivery of each report delivered pursuant to this subsection, Borrowers will furnish a certification in the form of Exhibit F certifying, among other things, to the Borrowers’ compliance with Section 7.17. (d) By June 30, 2015, September 30, 2015 and September 30, 2016, an engineering report prepared by petroleum engineers who are employees of a Borrower (or, at Borrowers’ option, the independent engineers referred to in subsection (c) of this Section) as of the preceding April 1, 2015, July 1, 2015 and July 1, 2016 as applicable, concerning all Oil and Gas Properties and interests owned by any Loan Party or any of its Subsidiaries that are located in or offshore of the United States and that have attributable to them Proved Reserves. This report shall be reasonably satisfactory to the Majority Lenders, shall take into account any “over-produced” status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrowers that distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral. Concurrent with the delivery of each report delivered pursuant to this subsection, Borrowers will furnish a certification in the form of Exhibit F certifying, among other things, to the Borrowers’ compliance with Section 7.17. (e) Promptly upon their becoming available, copies of all registration statements, periodic reports and other statements and schedules filed by any Loan Party or any of its respective Subsidiaries with any securities exchange, the SEC or any similar Governmental Authority. (f) Within five (5) Business Days after any material changes in insurance coverage by any Loan Party or any of its respective Subsidiaries, a report describing such changes, and, within thirty (30) days after the end of each Fiscal Year, a report describing the insurance coverage of the Loan Parties and each of their respective Subsidiaries and certifying compliance with Section 6.8; provided, however, no reductions in insurance coverage by any Loan Party or any of its respective Subsidiaries shall be permitted hereunder without the Majority Lender’s prior written consent. In addition, the Loan Parties and each of their respective Subsidiaries will, together with each report describing any material changes in insurance coverage, provide a new insurance certificate and endorsement, each naming Administrative Agent as an additional insured, lender loss payee or mortgagee, as appropriate. (g) As soon as available, and in any event within thirty (30) days prior to (i) June 30 of each Fiscal Year, a cash flow budget of Borrowers for the following eighteen (18) month period that will project monthly production volumes, revenues, expenses, taxes, budgeted capital expenditures, Consolidated EBITDA, change in Cash, Cash balances and Indebtedness balances in the form and with the level of detail consistent with such budget previously delivered to the Existing Lenders and approved by Majority Lenders prior to the date hereof (the “Budget”) and (ii) the beginning of each Fiscal Year, (beginning on December 1, 2014 for the Fiscal Year beginning January 1, 2015), a Budget for the following Fiscal Year.

Books, Financial Statements and Reports. Each Credit Party Borrower will at all times maintain full and accurate books of account and records. Borrower will maintain records and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and will furnish the following statements and reports to Administrative Agent Lender at Borrower’s expense: (ai) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete consolidated audited Consolidated financial statements of Parent together with all notes theretoGuarantor, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, GAAP by an a mutually agreeable independent certified public accounting firm of nationally recognized standing selected by Parent and acceptable to Administrative Agent(Meaden & Mxxxx, stating that such Consolidated financial statements have been so preparedLtd.). These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earningsoperations, of and cash flows, and of changes in ownersshareholders’ equity capital accounts for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total subject to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the changes resulting from normal year-end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Yearadjustments, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (bii) As soon as available, and in any event within 60 sixty (60) days after the end of each Fiscal Quarter, ParentGuarantor’s unaudited Consolidated consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated consolidated statements of Guarantor’s earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and including consolidating statements on the Borrower. (iii) Within ninety (90) days after the end of each Fiscal Year, a comfort letter prepared by a mutually agreeable independent accounting firm (Meaden & Mxxxx, Ltd.) confirming that such firm has, on behalf of Borrower, reviewed the joint interests bxxxxxxx (“JIBs”), if any, charged to Borrower by the Operator or by Borrower as the Operator during the prior Fiscal Year and confirmed that the JIBs presented to Borrower by Operator or by Borrower as the accurately account for the amounts owed by and to Borrower under the applicable Operating Agreements during that period. (iv) Within three (3) Business Days after receipt by Borrower, copies of all reports and other information provided by any other Person to Borrower in accordance connection with IFRSthe Loan Documents. Borrower may arrange for such reports and information to be provided directly to Lender by the Person providing the same to Borrower. (v) Within three (3) Business Days after the end of each Fiscal Quarter, subject a report setting forth any change in the list of Purchasers of Hydrocarbons listed on Schedule 4.1(s). (vi) Contemporaneously with the financial statements delivered pursuant to changes resulting from normal year-end adjustments subparts (i) and the absence of footnotes. In addition(ii) above, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrowerdeliver a Compliance Certificate. Upon Lender’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarterwritten request, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that deliver the same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter for Borrower which are required under subparts (i) and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures (ii) for the preceding Fiscal QuarterGuarantor (in addition to those delivered for the Guarantor). (c) Borrower will, together with each set of financial statements furnished under Section 6.2(a) or (b), as applicable, furnish a Compliance Certificate signed by a Responsible Officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. Borrower EOTT LLC will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, Year and will furnish the following statements and reports to Administrative the Term Lender Agent at Borrower’s Borrowers' expense: (ai) As soon as available, and in any event within 90 120 days after the end of each Fiscal Year, commencing with Fiscal Year 2003 (A) complete audited Consolidated financial balance sheets and statements of Parent income and cash flows of EOTT LLC as of, or for the period ending, December 31 of the preceding year, together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an PricewaterhouseCoopers, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent EOTT and acceptable to Administrative the LC Agent, stating that such Consolidated financial statements have been so prepared; provided, however, that with respect to such balance sheets and statements of income and cash flows as of, and for the period ending, December 31, 2002, the opinion by such independent certified public accountant may be subject to the following qualifications: (x) qualification relating to issues between PBGC and the Credit Parties to the extent disclosed in the Disclosure Schedule, and (y) qualification relating to the Credit Parties' status ad debtors and debtors-in-possession under Chapter 11 in the Bankruptcy Court, and (B) consolidating unaudited balance sheets and statements of income of each consolidated Subsidiary of EOTT LLC. These The Consolidated financial statements shall contain a Consolidated balance sheet as referred to in subclause (A) of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting preceding sentence shall set forth in comparative form the corresponding figures for the preceding Fiscal YearYear for the corresponding predecessor entities. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement within 90 days after the end of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same each Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any commencing with Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for 2003 EOTT LLC will furnish a certificate signed by such accountants (1) stating that same Fiscal Yearthey have read this Agreement, complete audited and (2) further stating that in making their examination and reporting on the Consolidated financial statements described above they obtained no knowledge of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of any Default existing at the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearor, if they did so conclude that a Default existed, specifying its nature and period of existence. (bii) As soon as available, and in any event within 60 45 days after the end of each of Fiscal QuarterQuarter of each Fiscal Year, Parent’s (1) EOTT LLC's unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings EOTT LLC's income and cash flows for each such Fiscal Quarter and for the period from the beginning on of the first day then current Fiscal Year (or, in the case of each Fiscal Quarter in 2003, from the date that the Reorganization Plan becomes effective as described in Section 2(d)(i)(1)) to the end of such Fiscal Quarter, (2) unaudited consolidating balance sheets and statements of income of each consolidated Subsidiary as of (A) the end of such Fiscal Quarter or (B) for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-and recurring adjustments made in conformity with GAAP, and as soon as available, and in any event within 60 days after the end adjustments and of the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any last Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same each Fiscal QuarterYear, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete EOTT LLC's unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements statement of earnings, of cash flows, income and of changes in owners’ equity operations for such Fiscal Quarter, each setting forth in comparative form the corresponding figures Quarter and for the preceding period from the beginning of the current Fiscal Year to the end of such Fiscal Quarter. (ciii) Borrower willAs soon as available, together and in any event within 45 days after the end of each calendar month, (1) EOTT LLC's unaudited Consolidated balance sheet as of the end of such month and an unaudited Consolidated statement of EOTT LLC's income for such calendar month, all in reasonable detail and prepared in accordance with GAAP, subject to changes resulting from normal and recurring adjustments made in conformity with GAAP and (2) a volume report in the form of Exhibit G hereto to be agreed upon by the parties hereto prior to the Closing Date, setting forth for such month aggregate volumes for all marketing and pipeline activities of all Credit Parties. (iv) Together with each set of financial statements furnished under Section 6.2(a) or subsections (bi), as applicable(ii) and (iii) above, furnish a Compliance Certificate certificate in the form of Exhibit C signed by a Responsible Officer the chief financial officer or treasurer of Borrower and, as applicable, Parent EOTT LLC stating that such financial statements are -47- accurate and complete (subject to normal year-end adjustments and the absence of footnotes)in all material respects, stating that he/he or she has reviewed the Loan Documents, Credit Documents containing the calculations showing compliance (or non- compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or month, respectively, or at the time of such certificate or specifying the nature and period of existence of any such Default. (v) As soon as is available, and in any event no later than 45 days after the end of Fiscal Year 2003, a business and financial plan for EOTT LLC (in form and detail satisfactory to the Term Lender Agent), prepared or caused to be prepared by a senior financial officer thereof, setting forth for Fiscal Year 2004, (1) monthly balance sheets, income statements and statements of cash flows for the following year, including the availability projections and plans for personnel, capital expenditures and facilities and (2) a statement of all of the material assumptions on which such plan is based. (vi) At such time as provided to the LC Agent, a true, correct and complete copy of the Borrowing Base Report provided to the LC Agent with such supporting information in detail as may from time to time be prescribed by the LC Agent, duly completed and certified by an authorized officer of EOTT LLC (vii) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by EOTT LLC to its unit holders and all registration statements, prospectus supplements, periodic reports and other statements and schedules filed by EOTT LLC with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (viii) On the first Business Day of each month, (1) a Cash Flow Report in the form of Exhibit D to be agreed upon by the parties hereto prior to the Closing Date duly completed by an authorized officer of EOTT LLC for the immediately preceding month and (2) a statement reconciling such report with the then-current Cash Budget. (ix) As soon as available, and in any event within 45 days after the end of Fiscal Year 2003, an environmental compliance certificate signed by the chief executive officer of EOTT LLC in the form attached hereto as Exhibit E. Further, if requested by the Term Lender Agent, the Credit Parties shall permit and cooperate with an environmental and safety review made in connection with the operations of the Credit Parties' properties one time during each Fiscal Year, by consultants selected by the Term Lender Agent which review shall, if requested by the Term Lender Agent, be arranged and supervised by environmental legal counsel for the Term Lender Agent, all at the Credit Parties' cost and expense. The consultant shall render an oral or written report, as specified by the Term Lender Agent, based upon such review at the Credit Parties' cost and expense and a copy thereof will be provided to the Credit Parties. (x) Concurrently with the annual renewal of the Credit Parties' insurance policies, the Credit Parties shall at their own cost and expense, if requested by the Term Lender Agent in writing, cause a certificate or report to be issued by the Credit Parties' professional insurance consultants or other insurance consultants satisfactory to the Term Lender Agent certifying that the Credit Parties' insurance for the next succeeding year -48- after such renewal (or for such longer period for which such insurance is in effect) complies with the provisions of this Agreement and the Security Documents. (xi) On or about the fifth (5th) (but no later than the eighth (8th)) and on or about the twentieth (20th) (but no later than the twenty-third (23rd)) day of each calendar month and upon request by the Term Lender Agent an Open Position Report in the form of Exhibit F to be agreed upon by the parties hereto prior to the Closing Date, with such supporting information in detail as may from time to time be prescribed by the Term Lender Agent, duly completed by an authorized officer of EOTT LLC as of the last day of the preceding month if delivered on or about the fifth (5th) day of a month, as of the fifteenth (15th) day if delivered on or about the twentieth (20th) day of a month, or as of the date otherwise requested. Such report shall include (a) net long or net short fixed price crude oil positions, in total, and by delivery month by grade or product, and (b) net long or net short ratably priced crude oil positions, in total and by delivery month by grade or product. (xii) On or before the tenth (10th) Business Day following receipt by any Borrower or any other Credit Party, a copy of any account statement received from any bank, securities intermediary, commodities or futures broker or other institution with whom such Borrower or such Credit Party maintains any deposit, investment, trading or other account. (xiii) Within 30 days after the end of each calendar month, the Cash Budget, which should be in form and substance reasonably satisfactory to the Term Lender Agent. (xiv) As soon as practicable, and in any case no later than June 30, 2003, the Borrowers shall deliver to the Term Lender Agent the Consolidated balance sheet of EOTT LLC dated as of March 1, 2003, reflecting the application of "fresh start" accounting, applied in accordance with GAAP. (xv) Promptly, from time to time, such other information, documents or reports regarding any Borrower or any other Credit Party (including accountants' management letters and updates to the Cash Budget) as the Term Lender Agent may request, including any regulatory filings.

Books, Financial Statements and Reports. Each Credit Party Related Person will --------------------------------------- at all times maintain obtain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries each Related Person to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and will furnish the following statements and reports to Administrative Agent and Lender at Borrower’s 's expense: (ai) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated consolidated financial statements of Parent Spinnaker Exploration Company together with an annual budget for the current year in form and substance satisfactory to the Administrative Agent in its sole discretion and all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP in all material respects, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an Xxxxxx Xxxxxxxx or other independent certified public accounting firm accountants of nationally recognized national standing selected by Parent Spinnaker Exploration Company and acceptable to the Administrative Agent, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year and Consolidated consolidated statements of earnings, of cash flows, and of changes in owners’ ' equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, within ninety (90) days after the end of each Fiscal Year Borrower shall provide internally prepared unaudited consolidating will furnish a certificate signed by such accountants stating that in making the examination and reporting on the consolidated financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event described above they did not conclude that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of Default existed at the end of such Fiscal Year or at the time of their report, or, if they did conclude that a Default existed, specifying its nature and Consolidated statements period of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearexistence. (bii) As soon as available, and in any event within 60 sixty (60) days after the end of each Fiscal Quarter, Parent’s complete unaudited Consolidated consolidated financial statements from Spinnaker Exploration Company and consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of without footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (b)(i) or (b), as applicable, of this section furnish a Compliance Certificate certificate in the form of Exhibit E signed by a Responsible Officer the --------- chief financial officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes)in all material respects, stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 Sections 6.2(a), (k) and (1), and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (iii) Promptly upon their becoming available, copies of all (A) financial statements, reports, notices and proxy statements sent by any Related Person to its stockholders or members and (B) all statements and reports sent to any Related Person or filed with or otherwise provided to any Governmental Authority (including without limitation, the Federal Energy Regulatory Commission or the Texas Natural Resource Conservation Committee and any successor agencies) which describe or relate to any event which could reasonably be expected to have a Material Adverse Effect; (iv) By March 15 of each year, an Engineering Report prepared as of January 1 of such year by Xxxxx Xxxxx Company, or other independent petroleum engineers chosen by Borrower and reasonably acceptable to Administrative Agent, and by August 15 of each year, an Engineering Report prepared by Borrower's in-house engineering staff as of July 1 of such year. Each such report shall cover all proved oil and gas reserves attributable to the properties and interests owned by any Related Person which are (i) located in or offshore of the United States and (ii) to comprise the Borrowing Base. Each such report shall take into account any "over-produced" status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report, and shall be accompanied by such additional data concerning pricing, operating costs, quantities of production from the oil and gas properties of the Related Persons, purchasers of production, and other information and engineering and geological data as Administrative Agent may reasonably request. (v) As soon as available, and in any event within thirty (30) days after the end of each Fiscal Quarter, (A) a report describing by lease or unit the gross volume of production, oil and gas prices and sales attributable to production during such Fiscal Quarter from the properties described in subsection (b)(iv) above and comparing (and describing) the related severance taxes, other taxes, and leasehold operating expenses and capital costs attributable thereto and incurred during such Fiscal Quarter to such annual budget as has been previously delivered pursuant to subsection (b)(i) above, (B) a summary prepared by the Borrower of its cost of undeveloped leasehold and internal reserve estimate and PV-10 for proved oil and gas reserves not included in the most recent Engineering Report and (C) an update of the Borrower providing a qualitative discussion of drilling operations for such quarter, including, but not limited to, drilling successes and failures. (vi) As soon as available, and in any event within thirty (30) days after the end of each Fiscal Quarter, a hedging report prepared by Borrower regarding any Hedging Agreement entered into by Borrower and in effect as of the end of such Fiscal Quarter. Each such hedging report shall be in form satisfactory to Administrative Agent and shall include unit volumes, pricing, term, counterparty and date of such contracts. (vii) Within ten (10) days after entering into a contract, whether written or oral, for the sale or transfer of any Mortgaged Property, a schedule of all of the Mortgaged Property so sold since the date of the most recent Engineering Report, cross-referencing same to the Engineering Report last delivered hereunder, and the details of such sales including the Net Sales Proceeds received by the Borrower in connection with each sale. Contemporaneously with the consummation of any such sale or transfer with respect to Mortgaged Property included in the Borrowing Base, the Borrowing Base shall be subject to adjustment, if any, pursuant to Section 6.2(d)(iii) hereof. (viii) As soon as available, and in any event within thirty (30) days after the end of each calendar month of Borrower, a lease operating statement for such month, concerning those fields that comprise at least ninety percent (90%) of the Borrower's total production. (ix) Promptly after sending or filing thereof, copies of all reports which the Borrower sends to any of its securityholders, and all reports and registration statements which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any successor agency or any national securities exchange.

Books, Financial Statements and Reports. Each Credit Party Related Person will at all times maintain full and accurate books of account and records. Borrower Borrower, Parent and DEOC will maintain and will cause its their respective Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and will furnish the following statements and reports to Administrative Agent and each Lender at Borrower’s 's, Parent's or DEOC's expense: (ai) As soon as available, and in any event within 90 105 days after the end of each Fiscal Year, complete audited Consolidated financial statements of Parent Parent, together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an KPMG Peat Marwick, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These Consolidated financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ stockholders' equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including within 105 days after the end of each Fiscal Year Parent will furnish to Agent and each Lender a certificate in the form of Exhibit D signed by the President, Executive Vice President or Vice President-Finance of Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements , of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues and of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative AgentDEOC, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as are accurate and complete, stating that he has reviewed the Loan Documents, containing all calculations required to be made to show compliance or non-compliance with the provisions of Sections 5.2(a)(iv), (j) and (k), and further stating that there is no condition or event at the end of such Fiscal Year or at the time of such certificate which constitutes a Default or specifying the nature and Consolidated statements period of earnings, existence of cash flows, and of changes in owners’ equity for any such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearcondition or event. (bii) As soon as available, and in any event within 60 45 days after the end of each Fiscal Quarter, Parent’s unaudited : (A) a Consolidated and consolidating balance sheet and income statement of Parent, as of at the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and adjustments; (B) a Consolidated statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings cash flows of Parent for that same the period from the beginning of the then current Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal year to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter Quarter, in reasonable detail and Consolidated statements prepared in accordance with GAAP, subject to changes resulting from normal year-end adjustments; and (C) a certificate in the form of earningsExhibit D signed by the President, Executive Vice President or Vice President-Finance of Borrower, of cash flows, Parent and of changes in owners’ equity for such Fiscal QuarterDEOC, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each set of financial statements furnished under Section 6.2(a) or (b), as applicable, furnish a Compliance Certificate signed by a Responsible Officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes)complete, stating that he/she he has reviewed the Loan Documents, containing all calculations showing required to be made by Borrower or Parent to show compliance (or non- compliance) at the end of such Fiscal Quarter non-compliance with the requirements provisions of Section 7.14 Sections 5.2(a)(iv), (j) and (k), and further stating that there is no Default exists condition or event at the end of such Fiscal Quarter or at the time of such certificate which constitutes a Default or specifying the nature and period of existence of any such Defaultcondition or event. (iii) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by any Restricted Person to its stockholders or partners and all registration statements, periodic reports and other statements and schedules filed by any Restricted Person with any securities exchange, the Securities and Exchange Commission or any similar governmental authority, including any information or estimates with respect to Parent's oil and gas business (including its exploration, development and production activities) which are required to be furnished in Parent's annual report pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (such required information and estimates being called the "SEC Estimates" in the immediately following subsection (iv)). (iv) By February 1 of each year, a preliminary version, and by March 14 of each year a final version, of an engineering report prepared as of the preceding December 31 by XxXxxxx & Associates, or other independent petroleum engineers chosen by Parent and acceptable to Majority Lenders, concerning oil and gas properties and interests owned by Borrower, Parent or DEOC constituting approximately eighty percent (80%) of the total oil and gas reserve value of all oil and gas properties and interests owned by Borrower, Parent and the other Guarantors which have attributable to them proved oil or gas reserves, together with an engineering report prepared by Borrower's, Parent's and the other Guarantors' in-house engineering staff concerning all other oil and gas properties and interests owned by Borrower, Parent and the other Guarantors not evaluated by such engineers which have attributable to them proved oil or gas reserves. Each such Engineering Report shall distinguish among proved developed producing reserves, proved developed non-producing reserves, and proved undeveloped reserves, shall contain sufficient information to enable Parent to meet the reporting requirements concerning oil and gas reserves contained in Regulations S-K and S-X promulgated by the Securities and Exchange Commission, shall be in form and substance satisfactory to Agent, shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report, and shall contain a detailed analysis (herein called the "SEC Case") from which can be derived the SEC Estimates referred to in the immediately preceding subsection (iii). (v) By August 15 of each year, a supplemental engineering report prepared by Borrower's, Parent's and DEOC's in-house engineering staff as of the preceding July 1, using assumptions incorporated in the most recent SEC Case furnished under the immediately preceding subsection (iv), as to the five oil and gas properties or interests (units, fields and/or leases) owned by Borrower, Parent or DEOC with the greatest oil and gas reserve value, containing information and analysis comparable in scope to that contained in the most-recent Engineering Report delivered pursuant to the immediately preceding subsection (iv). (vi) As soon as available, and in any event within 45 days after the end of each Fiscal Quarter, a report describing the gross volume of production and sales attributable to production during such Fiscal Quarter from all properties described in the final Engineering Report most recently furnished under subsection (b)(iv) above or in any more recent supplemental Engineering Report furnished under subsection (b)(v) above, and describing the related severance taxes, other taxes, and leasehold operating expenses and capital costs attributable thereto and incurred during such Fiscal Quarter. By August 15 of each year Borrower, Parent and DEOC shall provide a detailed report of all such items of information, on a lease or unit basis for the oil and gas properties or interests contained in the most-recent supplemental Engineering Report delivered pursuant to the immediately preceding subsection (v), for the six month period ending on the preceding June 30. (vii) As soon as available, and in any event within 45 days after the end of each Fiscal Quarter, a report showing for the then current Fiscal Year all transfers of Proved Properties.

Books, Financial Statements and Reports. Each Credit Party Related Person will --------------------------------------- at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and will furnish the following statements and reports to Administrative Agent and each Lender at Borrower’s 's expense: (ai) As soon as available, and in any event within 90 ninety days after the end of each Fiscal Year, complete audited Consolidated consolidated and consolidating financial statements of Parent Borrower and its Subsidiaries together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an KPMG Peat Marwick LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent Borrower and acceptable to Administrative AgentMajority Lenders, stating that such Consolidated consolidated financial statements have been so preparedfairly present the matters addressed therein in accordance with GAAP. These financial statements shall contain a Consolidated consolidated and consolidating balance sheet as of the end of such Fiscal Year Year, consolidated and Consolidated consolidating statements of earningsoperations for such Fiscal Year, and consolidated statements of cash flows, flows and of changes in owners’ stockholders' equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, within ninety days after the end of each Fiscal Year Borrower shall provide internally prepared unaudited consolidating will furnish a report signed by such accountants stating that they have read this Agreement and that in making the examination and reporting on the consolidated financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event described above they did not conclude that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of Default existed at the end of such Fiscal Year or at the time of their report, or, if they did conclude that a Default existed, specifying its nature and Consolidated statements period of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearexistence. (bii) As soon as available, and in any event within 60 forty-five days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated Quarter (A) a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Quarter and unaudited Consolidated Quarter, consolidated statements of earnings their operations, and consolidated statements of their cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarteradjustments, each setting forth in comparative form the corresponding figures for the preceding same Fiscal Quarter. Quarter in the prior Fiscal Year, and (cB) upon request of Administrative Agent, consolidating work sheets generated in connection with such consolidated balance sheet and statements, which need not be prepared in full accordance with GAAP. In addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (b)(i) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit E, appropriately completed and signed by a Responsible the Chief Financial Officer of Borrower. (iii) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by any Related Person to its stockholders generally and all registration statements, periodic reports and other statements and schedules (other than transmittal letters) filed by any Related Person with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (iv) By (A) March 1 of each year, one or more engineering reports prepared as of the preceding January 1 by (1) with respect to Oil and Gas Properties consisting of Collateral, Approved Petroleum Engineers (provided, if Borrower andis maintaining a BBB/Baa2 Debt Rating, such reports may be prepared by Borrower's or Torch's internal reserve engineers, subject, at the sole option of Administrative Agent, to external audit) and (2) with respect to Oil and Gas Properties not constituting Collateral, Borrower's or Torch's internal reserve engineers, and audited by Approved Petroleum Engineers (provided, if Borrower is maintaining a BBB/Baa2 Debt Rating, such audit shall not be mandatory and shall be at the sole option of Administrative Agent), and (B) by August 15 of each year (and within 45 days after any other Evaluation Date) an engineering report prepared as of the preceding July 1 (or, as applicableto any other Evaluation Date, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- compliance) at the end as of such Fiscal Quarter Evaluation Date) by Borrower's or Torch's internal reserve engineers, in each case concerning all material Oil and Gas Properties owned by any Related Person which are located in or offshore of the United States and which have proved oil or gas reserves attributable thereto. Each report shall be satisfactory to Administrative Agent, shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report, shall be in accordance with the requirements of Section 7.14 Regulation S-X promulgated by the Securities and stating that no Default exists at Exchange Commission (and, as to any report prepared by Borrower's or Torch's internal reserve engineers, shall utilize any pricing assumptions which may be provided to Borrower by Administrative Agent), shall identify (or be accompanied by a schedule identifying) any properties owned by any Restricted Subsidiary which is obligated in any way for Non-Recourse Indebtedness, and shall take into account (or be accompanied by a schedule showing) any "over-produced" or "under-produced" status under gas balancing arrangements. Each report shall also distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrower which distinguishes) those properties treated in the end of such Fiscal Quarter report which are Collateral from those properties treated in the report which are not Collateral. (v) Promptly after entering into any Derivative Contracts (or at the time of such certificate or specifying the nature and period of existence any unwinding of any Derivative Contracts), at or about the same time, which together cover more than twenty-five percent (25%) of the Related Persons' anticipated production of oil and gas in any calendar year, notice that such Defaultcontracts have been entered into and describing the general terms thereof.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Bank Party at Borrower’s 's expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated and consolidating financial statements of Parent Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an Hausxxx + Xaylxx XXX, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent Borrower and acceptable to Administrative AgentMajority Lenders, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ ' equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Yearand, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 forty-five (45) days after the end of each Fiscal Quarter, Parent’s unaudited Borrower's Consolidated and consolidating balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated and consolidating statements of Borrower's earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit D signed by a Responsible Officer the chief financial officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.3, 7.13, 7.14 and 7.15 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by any Restricted Person to its stockholders and all registration statements, periodic reports and other statements and schedule filed by any Restricted Person with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (d) By June 15 of each year, an engineering report (as of the March 31 Evaluation Date) prepared by S. A. Xxxxxxxx xxx Associates, or other independent petroleum engineers chosen by Borrower and acceptable to Majority Lenders, concerning all oil and gas properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to them proved oil or gas reserves. This report shall be satisfactory to Agent, shall contain sufficient information to enable Borrower to meet the reporting requirements concerning oil and gas reserves contained in Regulations S-K and S-X promulgated by the Securities and Exchange Commission shall take into account any "over-produced" status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrower which distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral. Concurrent with the delivery of each report delivered pursuant to this subsection, Borrower will furnish a cash flow budget of Borrower for the twelve month period following the date of such report which will project monthly production volumes, revenues, expenses, taxes and budgeted capital expenditures. (e) By November 15 of each year, an engineering report (as of the September 30 Evaluation Date) prepared by petroleum engineers employed by Borrower, concerning all oil and gas properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to them proved oil and gas reserves. This report shall be in form and substance as the report delivered under Section 6.2(d) and otherwise satisfactory to Majority Lenders. (f) As soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter, a report, certified by an officer of Borrower, describing by lease or unit the gross volume of production and sales attributable to production during such Fiscal Quarter from the properties described in subsections (c) and (d) above and describing the related severance taxes, other taxes, leasehold operating expenses and capital costs attributable thereto and incurred during such Fiscal Quarter. (g) Within fifteen (15) days after any material changes in insurance coverage by the Restricted Persons, report describing such changes, and, within thirty (30) days after the end of each Fiscal Year, a report describing the insurance coverage of the Restricted Persons and certifying compliance with Section 6.8. In addition, the Restricted Persons will, together with each report describing any material changes in insurance coverage by the Restricted Persons, provide a new insurance certificate, naming Lender as an additional insured or loss payee, as appropriate.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accountingaccounting established and administered in accordance with GAAP, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent who will deliver to each Lender Party at Borrower’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated and consolidating financial statements of Parent Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Parent Borrower and reasonably acceptable to Administrative Agent, stating that such Consolidated and consolidating financial statements have been so prepared. These financial statements shall contain a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year(if applicable). (b) As soon as available, and in any event within 60 forty-five (45) days after the end of each of the first three Fiscal QuarterQuarters of Borrower’s Fiscal Year, ParentBorrower’s unaudited Consolidated and consolidating balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated and consolidating statements of Borrower’s earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit D signed by a Responsible Officer of Borrower and, as applicable, Parent stating that such financial statements are accurate present fairly in all material respects the Consolidated financial position and complete (results of operations of Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 Sections 7.11 and 7.12 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) As soon as available, and in any event within forty-five (45) days after the end of each Fiscal Quarter, a report certified by a Responsible Officer of Borrower (in form reasonably satisfactory to Administrative Agent) of all Hedging Contracts of Borrower and each of its Subsidiaries that were in effect during such Fiscal Quarter with the purpose and effect of fixing prices on oil, gas, and natural gas liquid production (setting forth the notional amounts or volumes of oil, gas, and natural gas liquids separately on a monthly basis), together with a comparison of such notional quantities to the actual gross volume of production attributable to production during such Fiscal Quarter from the properties described in the most recent Engineering Report (setting forth the actual production amounts or volumes of oil, gas, and natural gas liquids separately on a monthly basis). Such report shall also provide a listing of all other Hedging Contracts of Borrower and each of its Subsidiaries as of the date of such report, setting forth the type, term, effective date, termination date and notional amounts or volumes and, to the extent not restricted by the provisions of a confidentiality clause contained in an applicable Hedging Contract, the counterparty to each such agreement. (d) By March 15 of each year following the Engineering Activation Date (whether or not the BB Activation Date has occurred), an Engineering Report prepared as of the preceding December 31, by Independent Engineers, concerning all Oil and Gas Properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to them Proved Reserves. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrower which distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral. (e) By September 15 of each year following the Engineering Activation Date, and within the time period specified in Section 2.9(c) with respect to a Special Determination under Section 2.9 and within the time specified in Section 2.9(d) with respect to an Asset Sale Determination, an Engineering Report prepared by Staff Engineers (or at Borrower’s option, by Independent Engineers) as of the preceding July 1, or the date required under Section 2.9(c) in the case of a Special Determination or Section 2.9(d) in the case of an Asset Sale Determination, together with an accompanying report on property sales, property purchases and changes in categories, both in the same form and scope as the reports in (d) above. (f) As soon as available, and in any event within forty-five (45) days after the end of each Fiscal Quarter, a report describing (i) by lease or unit the gross volume of production and sales attributable to production during such Fiscal Quarter from the properties described in the most recent Engineering Report and describing the related severance taxes, other taxes, and leasehold operating expenses and capital costs attributable thereto and incurred during such quarter and (ii) an operations report of gas gathering output and throughput volumes, fees and margins with respect to the Systems. (g) As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, a budget for the Restricted Persons’ general and administrative expenses for such Fiscal Year that has been approved by the Board of Managers of Borrower. (h) As soon as available, and in any event within two weeks following each of Borrower’s quarterly Board of Managers’ meetings, any modification to the annual budget that has been approved by the Board of Managers of Borrower since the date of the annual budget. (i) If Administrative Agent so requests, as soon as available, and in any event within forty-five days after the end of each Fiscal Quarter, a list, by name and address, of those Persons who have purchased production during such Fiscal Quarter from the Oil and Gas Properties subject to the Security Documents, giving each such purchaser’s owner number for Borrower and each other grantor of a Lien on such Oil and Gas Properties and each such purchaser’s property number for each such Oil and Gas Property. (j) In the event that Borrower desires (i) to enter into Hedging Contracts pursuant to Section 7.3(a) or (ii) for the Lenders to determine the Borrowing Base pursuant to the procedures set forth in Section 2.9(a) by including Proved Reserves therein that support a Borrowing Base valuation of at least $2,000,000, then Borrower shall deliver an Initial Engineering Report prepared by the Independent Engineers to Administrative Agent that satisfies the requirements of Section 6.2(d); provided that if such Initial Engineering Report is delivered solely for the purpose described in the preceding clause (i), then such Initial Engineering Report may be prepared by Staff Engineers to the extent that the Oil and Gas Properties and interests described therein have been included in the most recently delivered engineering report delivered to the lenders under the credit facility for Vantage and in compliance therewith. (k) Borrower will, together with each Engineering Report furnished pursuant to this Section 6.2 prior to the BB Activation Date, provide a related Drilling Schedule.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. Borrower EOTT LLC will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, Year and will furnish the following statements and reports to Administrative the LC Agent at Borrower’s Borrowers' expense: (ai) As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with Fiscal Year 2003 (A) complete audited Consolidated financial balance sheets and statements of Parent income and cash flows of EOTT LLC as of, and for the period ending, December 31 of the preceding year, together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an PricewaterhouseCoopers, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent EOTT and acceptable to Administrative the LC Agent, stating that such Consolidated financial statements have been so prepared; provided, however, that with respect to such balance sheets and statements of income and cash flows as of, and for the period ending, December 31, 2002, the opinion by such independent certified public accountant may be subject to the following qualifications: (x) qualification relating to issues between PBGC and the Credit Parties to the extent disclosed in the Disclosure Schedule, and (y) qualification relating to the Credit Parties' status as debtors and debtors-in-possession under the Chapter 11 in the Bankruptcy Court, and (B) consolidating unaudited balance sheets and statements of income of each consolidated Subsidiary of EOTT LLC. These The Consolidated financial statements shall contain a Consolidated balance sheet as referred to in subclause (A) of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting preceding sentence shall set forth in comparative form the corresponding figures for the preceding Fiscal YearYear for the corresponding predecessor entities. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement within 90 days after the end of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same each Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any commencing with Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for 2003 EOTT LLC will furnish a certificate signed by such accountants (1) stating that same Fiscal Yearthey have read this Agreement, complete audited and (2) further stating that in making their examination and reporting on the Consolidated financial statements described above they obtained no knowledge of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of any Default existing at the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearor, if they did so conclude that a Default existed, specifying its nature and period of existence. (bii) As soon as available, and in any event within 60 45 days after the end of each Fiscal QuarterQuarter of each Fiscal Year, Parent’s (1) EOTT LLC's unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings EOTT LLC's income and cash flows for each such Fiscal Quarter and for the period from the beginning on of the first day then current Fiscal Year (or, in the case of each Fiscal Quarter in 2003, from the date that the Reorganization Plan becomes effective as described in Section 2(f)(i)(1)) to the end of such Fiscal Quarter, (2) unaudited consolidating balance sheets and statements of income of each consolidated Subsidiary as of (A) the end of such Fiscal Quarter or (B) for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRS, GAAP (subject to changes resulting from normal year-and recurring adjustments made in conformity with GAAP), and as soon as available, and in any event within 60 days after the end adjustments and of the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any last Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same each Fiscal QuarterYear, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete EOTT LLC's unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements statement of earnings, of cash flows, income and of changes in owners’ equity operations for such Fiscal Quarter, each setting forth in comparative form the corresponding figures Quarter and for the preceding period from the beginning of the current Fiscal Year to the end of such Fiscal Quarter. (ciii) Borrower willAs soon as available, together and in any event within 45 days after the end of each calendar month, (1) EOTT LLC's unaudited Consolidated balance sheet as of the end of such month and an unaudited Consolidated statement of EOTT LLC's income for such calendar month, all in reasonable detail and prepared in accordance with GAAP (subject 60 to changes resulting from normal and recurring adjustments made in conformity with GAAP) and (2) a volume report in the form attached hereto as Exhibit G, setting forth for such month aggregate volumes for all marketing and pipeline activities of all Credit Parties. (iv) Together with each set of financial statements furnished under Section 6.2(a) or subsections (bi), as applicable(ii) and (iii) above, furnish a Compliance Certificate certificate in the form of Exhibit B signed by a Responsible Officer the chief financial officer or treasurer of Borrower and, as applicable, Parent EOTT LLC stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes)in all material respects, stating that he/he or she has reviewed the Loan Documents, Credit Documents containing the calculations showing compliance (or non- compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or month, respectively, or at the time of such certificate or specifying the nature and period of existence of any such Default. (v) As soon as is available, and in any event no later than 45 days after the end of Fiscal Year 2003, a business and financial plan for EOTT LLC (in form and detail satisfactory to the LC Agent), prepared or caused to be prepared by a senior financial officer thereof, setting forth for Fiscal Year 2004, (1) monthly balance sheets, income statements and statements of cash flows for the following year, including the availability projections and plans for personnel, capital expenditures and facilities and (2) a statement of the material assumptions on which such plan is based. (vi) On or about the fifth (5th) (but no later than the eighth (8th)) and on or about the twentieth (20th) (but no later than the twenty-third (23rd)) day of each calendar month and upon request by the LC Agent, a Borrowing Base Report in the form of Exhibit C with such supporting information in detail as may from time to time be prescribed by the LC Agent, duly completed and certified by an authorized officer of EOTT LLC as of the first day of such month if delivered on or about the fifth (5th) day of a month, as of the fifteenth (15th) day if delivered on or about the twentieth (20th) day of a month, or as of the date otherwise requested. Each Borrowing Base Report shall include (A) a detailed listing of each Borrower's Accounts and Eligible Crude/Product/Liquid Deliveries; (B) a detailed listing of the volumes of each such party's crude oil and NGLs and the location of same; and (C) a listing of each such party's crude oil, refined petroleum product or NGL repurchase transactions in place or executed during the period covered by such report. (vii) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by EOTT LLC to its unit holders and all registration statements, prospectus supplements, periodic reports and other statements and schedules filed by EOTT LLC with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (viii) On the first Business Day of each month, (1) a Cash Flow Report in the form of Exhibit D duly completed by an authorized officer of EOTT LLC, for the immediately preceding month and (2) a statement reconciling such report with the then-current Cash Budget. (ix) As soon as available, and in any event within 45 days after the end of Fiscal Year 2003, an environmental compliance certificate signed by the chief executive officer of EOTT LLC in the form attached hereto as Exhibit E. Further, if requested by the LC Agent, the Credit Parties shall permit and cooperate with an environmental and safety review made in connection with the operations of the Credit Parties' properties one time during each Fiscal Year, by consultants selected by the LC Agent which review shall, if requested by the LC Agent, be arranged and supervised by environmental legal counsel for the LC Agent, all at the Credit Parties' cost and expense. The consultant shall render an oral or written report, as specified by the LC Agent, based upon such review at the Credit Parties' cost and expense and a copy thereof will be provided to the Credit Parties. (x) Concurrently with the annual renewal of the Credit Parties' insurance policies, the Credit Parties shall at their own cost and expense, if requested by the LC Agent in writing, cause a certificate or report to be issued by the Credit Parties' professional insurance consultants or other insurance consultants satisfactory to the LC Agent certifying that the Credit Parties' insurance for the next succeeding year after such renewal (or for such longer period for which such insurance is in effect) complies with the provisions of this Agreement and the Security Documents. (xi) On or about the fifth (5th) (but no later than the eighth (8th)) and on or about the twentieth (20th) (but no later than the twenty-third (23rd)) day of each calendar month and upon request by the LC Agent an Open Position Report in the form of Exhibit F, with such supporting information in detail as may from time to time be prescribed by the LC Agent, duly completed by an authorized officer of EOTT LLC as of the last day of the preceding month if delivered on or about the fifth (5th) day of a month, as of the fifteenth (15th) day if delivered on or about the twentieth (20th) day of a month, or as of the date otherwise requested. Such report shall include (a) net long or net short fixed price crude oil positions, in total, and by delivery month by grade or product, and (b) net long or net short ratably priced crude oil positions, in total and by delivery month by grade or product. (xii) On or before the tenth (10th) Business Day following receipt by any Borrower or any other Credit Party, a copy of any account statement received from any bank, securities intermediary, commodities or futures broker or other institution with whom such Borrower or such Credit Party maintains any deposit, investment, trading or other account. (xiii) Within 30 days after the end of each calendar month, the Cash Budget, which should be in form and substance reasonably satisfactory to the LC Agent. (xiv) As soon as practicable, and in any case no later than June 30, 2003, the Borrowers shall deliver to the LC Agent the Consolidated balance sheet of EOTT LLC dated as of March 1, 2003, reflecting the application of "fresh start" accounting, applied in accordance with GAAP. 62 (xv) Promptly, from time to time, such other information, documents or reports regarding any Borrower or any other Credit Party (including accountants' management letters and updates to the Cash Budget) as the LC Agent may request, including any regulatory filings.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full Sections 6.2(a) and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries (b) or the Original Agreement are hereby restated in their entirety to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent at Borrower’s expenseread as follows: (a) As soon as available, and in any event within 90 one hundred twenty (120) days after the end of each Fiscal Year, complete audited Consolidated and consolidating financial statements of Parent RAAM together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an a “Big Four” public accounting firm or another independent certified public accounting firm of nationally recognized standing selected by Parent RAAM and acceptable to Administrative AgentLender, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain (i) a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In additionYear and (ii) during any period during which GAAP would otherwise require Concorde’s and its Subsidiaries’ accounts to be consolidated with those of RAAM, Borrower shall provide internally consolidating financial statements, prepared unaudited in a manner consistent with RAAM’s historical practices, distinguishing the consolidated accounts of the Restricted Persons from the consolidated accounts of Concorde and its Subsidiaries, provided that the consolidating financial statements including Borrower’s balance sheet and statement referred to in clause (ii) of earnings which agree in total this Section 6.2(a) shall not be required to be audited or covered by the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearauditors referred to above. (b) As soon as available, and in any event within 60 sixty (60) days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated a balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated and consolidating statements of RAAM’s earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and, during any period during which GAAP would otherwise require Concorde’s and its Subsidiaries’ accounts to be consolidated with those of RAAM, a consolidating balance sheet and consolidating financial statements, prepared in a manner consistent with RAAM’s historical practices, distinguishing the absence consolidated accounts of footnotesthe Restricted Persons from the consolidated accounts of Concorde and its Subsidiaries. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower RAAM will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate signed by a Responsible Officer certificate in the form of Borrower and, as applicable, Parent Exhibit D stating that such the chief financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she officer has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section Sections 7.3, 7.4, 7.13, 7.14 and 7.15 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default.”

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent (with sufficient copies for each Lender Party or otherwise in a format suitable for posting on the Platform) at Borrower’s expense: (a) As soon as available, and in any event within 90 days by the one hundred and fifth (105th) day after the end of each Fiscal Year, complete audited Consolidated financial statements of Parent Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an Ernst & Young LLP or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In additionTogether with such financial statements, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet will furnish a report signed by such accountants (i) stating that they have read this Agreement, and statement of earnings which agree (ii) further stating that in total to making their examination and reporting on the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating described above they did not conclude that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of any Default existed at the end of such Fiscal Year or at the time of their report, or, if they did conclude that a Default existed, specifying its nature and Consolidated statements period of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearexistence. (b) As soon as available, and in any event within 60 days by the earlier of the sixtieth (60th) day after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end of such first three Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for Quarters in each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal QuarterYear, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, Borrower’s earnings and cash flows for the period from the beginning of cash flows, and the then current Fiscal Year to the end of changes in owners’ equity for such Fiscal Quarter, each and setting forth in comparative form the corresponding figures for the corresponding Fiscal Quarter of the preceding Fiscal Quarter. (c) Year, all in reasonable detail and prepared in accordance with GAAP, subject to changes resulting from normal year-end adjustments. In addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish (i) a Compliance Certificate certificate in the form of Exhibit D signed by a Responsible Officer the chief financial officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- compliance) specifying the ratios at the end of such Fiscal Quarter with the requirements of Section 7.14 required pursuant to Sections 7.11, 7.12, 7.13 and 7.14, and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default, together with a certificate signed by the chief financial officer of Borrower to be delivered to the Agent setting forth the calculations of such foregoing ratios in detail acceptable to the Agent (acting reasonably), and (ii) notice of any new Hedging Contracts entered into after the effective date of this Agreement by the Borrower pursuant to Section 7.3 and a summary of the material terms thereof in form and substance satisfactory to the Agent. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by any Restricted Person to its stockholders and all registration statements, periodic reports and other statements and schedules filed by any Restricted Person with any securities exchange, the SEC or any similar governmental authority. (d) By March 1 of each year, commencing on March 1, 2007, an engineering report dated as of January 1 of such year, prepared by Netherland Xxxxxx and Associates, Inc., or other independent petroleum engineers chosen by Borrower and acceptable to Required Lenders, concerning all oil and gas properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to them proved oil or gas reserves. This report shall be satisfactory to Agent, shall take into account any “over-produced” status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrower which distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral. (e) By September 1 of each year, an engineering report dated as of July 1 of such year, prepared by Borrower’s in-house petroleum engineering staff, concerning all oil and gas properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to them proved oil or gas reserves. This report shall be satisfactory to Agent, shall take into account any “over-produced” status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrower which distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral. (f) With the delivery of each Engineering Report, the Borrower shall provide to each Lender Party, a certificate from the president or chief financial officer of Borrower certifying that, to the best of his knowledge and in all material respects: (i) the information contained in such Engineering Report and any other information delivered in connection therewith is true and correct, (ii) Borrower and the Restricted Persons own good and defensible title to the oil and gas properties evaluated in such Engineering Report (in this section called the “Covered Properties”) and are free of all Liens except for Liens permitted by Section 7.2, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its oil and gas properties evaluated in such Engineering Report (other than those permitted by the Security Documents) which would require Borrower or such Subsidiary to deliver hydrocarbons produced from such oil and gas properties at some future time without then or thereafter receiving full payment therefor, (iv) none of the Covered Properties has been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of such properties sold and in such detail as reasonably required by Agent, (v) attached to the certificate is a list of all Persons disbursing proceeds to Borrower or such Subsidiary from its oil and gas properties, and (vi) set forth on a schedule attached to the certificate is the present discounted value of all Covered Properties that are part of the Mortgaged Properties, (vii) oil and gas properties which comprise at least (A) ninety percent (90%), if the Tranche A Term Loans have not been repaid in full in cash or (B) eighty percent (80%), if the Tranche A Term Loans have been repaid in full in cash, in each case of the total value of the reserves which are included within the Covered Properties are part of the Mortgaged Properties, and (viii) oil and gas properties which comprise at least (A) ninety percent (90%), if the Tranche A Term Loans have not been repaid in full in cash or (B) eighty percent (80%), if the Tranche A Term Loans have been repaid in full in cash, in each case of the total value of the proved developed producing reserves which are included within the Covered Properties are part of the Mortgaged Properties; provided that with respect to clauses (vii) and (viii) above, to the extent that the Borrower cannot make the certifications in (vii) and (viii) above and provided that the Borrower in good faith believed that it was not in breach of Section 6.15 immediately prior to receiving a copy of such Engineering Report, the Borrower shall have a period of thirty (30) days following the delivery of such Engineering Report to provide such additional mortgages, deeds of trust and other security instruments so that it can make such certifications, and the Borrower shall provide a certificate to Agent making such certifications upon delivering all such additional mortgages, deeds of trust and other security instruments. (g) As soon as available, and in any event within the one hundred five (105) days after the end of each Fiscal Year, a report describing (i) the gross volume of production and sales attributable to production during such Fiscal Year from the properties described in subsection (d) above and describing the related taxes, leasehold operating expenses and capital costs attributable thereto and incurred during such Fiscal Year; and (ii) volumes, prices and margins for all marketing activities of the Restricted Persons. (h) As soon as available, and in any event (i) within sixty (60) days after the end of each of the first three Fiscal Quarters in each Fiscal Year, and (ii) within one hundred five (105) days after the end of the fourth Fiscal Quarter in each Fiscal Year, a report describing the gross volume of production and sales attributable to production during such Fiscal Quarter. (i) As soon as possible and in any event within fifteen (15) days after Borrower or any other Restricted Person or any of their Subsidiaries becomes aware or could reasonably have become aware of (i) the occurrence of any adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 5.9 or (ii) the commencement of any labor controversy, litigation, action or proceeding that, if adversely determined, could reasonably be expected to result in liability in excess of $20,000,000 (not covered by insurance satisfactory to Agent in its discretion), notice thereof and copies of all documentation relating thereto. (j) At least fifteen (15) business days prior to the formation or acquisition thereof, notice of the formation or acquisition of any Subsidiary. (k) Concurrently with any delivery of financial statements under Section 6.2(a), a certificate of an Authorized Officer of Borrower, in form and substance satisfactory to the Agent, setting forth as of the last Business Day of such Fiscal Year, a true and complete list of all Hedging Contracts of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date, notional amounts or volumes, and the counterparty to each such Hedging Contract).

Books, Financial Statements and Reports. Each Credit Party of Borrower and TOGA will at all times maintain full and accurate books of account and records. Borrower will maintain records and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and will furnish the following statements and reports to Administrative the Agent at Borrower’s 's expense: (aA) As soon as By the date hereof in the case of the 1999 fiscal year ended September 30, 1999 and (B) promptly after becoming available, and in any event within 90 not later than ninety (90) days after the end close of each Fiscal Yearfiscal year beginning with the 2000 fiscal year, complete the audited Consolidated financial statements and consolidating balance sheets of Parent together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm Borrower and of nationally recognized standing selected by Parent and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet TOGA as of the end of such Fiscal Year the Borrower's fiscal year and the audited Consolidated and consolidating statements of earnings, profit and loss of cash flows, Borrower and of changes in owners’ equity TOGA for such Fiscal Yearfiscal year, each all such financial statements prepared without regard to whether Borrower's or TOGA's financial results would otherwise be shown on consolidated financial statements of another Person and setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Year. In additionfiscal year, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail and all prepared in accordance conformity with IFRSGAAP or Australian GAAP, together with an unqualified opinionas applicable, based on an audit using generally accepted auditing standards, certified in a manner by an such independent certified public accounting firm accountants. (ii) Promptly after becoming available, and in any event not later than forty-five (45) days after the end of nationally recognized standing selected by each fiscal quarter beginning with the 2000 fiscal year, the unaudited Consolidated balance sheets of Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet of TOGA as of the end of such Fiscal Year said fiscal quarter, and the Consolidated statements of earnings, profits and loss of cash flows, Borrower and of changes in owners’ equity TOGA for such Fiscal Yearquarter and for the period from the beginning of the fiscal year to the end of such quarter, each setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as corresponding period of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarterpreceding fiscal year, all prepared in reasonable detail and prepared in accordance with IFRSGAAP or Australian GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarterapplicable. (ciii) Borrower willA certificate signed by Borrower's or TOGA's chief financial officer, together to be furnished with each set of financial statements furnished under Section 6.2(aparagraph (i) or and (b)ii) above. The certificate shall state that, as applicable, furnish a Compliance Certificate signed by a Responsible Officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default.officer's knowledge based

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender Party at Borrower’s expense: (a) As soon as available, and in any event within 90 one hundred twenty (120) days after the end of each Fiscal Year, complete audited Consolidated financial statements of Parent Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion on the Consolidated Statements, based on an audit using generally accepted auditing standardsGAAP, by an independent certified public accounting firm accountants selected by Borrower of nationally recognized standing selected by Parent and acceptable to Administrative Agentstanding, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ equity income for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, flows and of changes in ownersstockholders’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 forty-five (45) days after the end of the first three Fiscal Quarters in each Fiscal QuarterYear, ParentBorrower’s unaudited Consolidated and consolidating balance sheet and income statements as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and Borrower’s cash flows for each such Fiscal Quarter and stockholders’ equity for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit 6.2(b) signed by a Responsible Officer the chief financial officer of Borrower and, as applicable, Parent stating that such financial statements are accurate fair and complete in all material respects and fairly present the Consolidated financial position of Borrower for the periods covered thereby (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.11, showing Borrower’s compliance (or non-compliance) as of the end of such Fiscal Quarter with the negative covenants set forth in Sections 7.1 through 7.10 and Section 7.12 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by any Restricted Person to its stockholders and all registration statements, periodic reports and other statements and schedules filed by any Restricted Person with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (d) Promptly upon the request thereof, such information and documentation required under applicable “know your customer” rules and regulations, the PATRIOT Act or any applicable Anti-Corruption Laws or required for purposes of complying with the Beneficial Ownership Regulation (including, without limitation, updated Beneficial Ownership Certifications for any Restricted Person that qualifies as a “legal entity customer” thereunder as so requested, or written confirmation that the information provided in any Beneficial Ownership Certification delivered to Agent or any Lender on or about the Amendment No. 6 Effective Date in connection with this Agreement remains true and correct), in each case, as from time to time reasonably requested by Agent or any Lender. (e) Each Restricted Person will cooperate with Agent in connection with the publication of certain materials and/or information provided by or on behalf of each such Restricted Person to Agent and Lenders (collectively, the “Information Materials”) pursuant to this Article VI and will, at the reasonable request of Agent, designate Information Materials (i) that are either available to the public or not material with respect to any Restricted Person or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (ii) that are not Public Information as “Private Information.” If any Information Materials are not labeled “Public Information,” they shall be deemed to be labeled “Private Information”.

Books, Financial Statements and Reports. Each Credit Party Restricted --------------------------------------- Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender Party at Borrower’s 's expense: (a) As soon as available, and in any event within 90 one hundred (100) days after the end of each Fiscal Year, complete audited Consolidated financial statements of Parent Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an Xxxxxx Xxxxxxxx LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent Borrower and acceptable to Administrative AgentMajority Lenders, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ ' equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement within one hundred (100) days after the end of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any each Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, will furnish a report signed by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, such accountants (i) stating that such Consolidated financial statements they have been so prepared. These financial statements shall contain a Consolidated balance sheet as of read this Agreement, (ii containing calculations showing compliance (or non-compliance) at the end of such Fiscal Year with the requirements of Sections 7.11 and Consolidated statements of earnings, of cash flows7.12, and (ii further stating that in making their examination and reporting on the Consolidated financial statements described above they did not conclude that any Default existed at the end of changes in owners’ equity for such Fiscal YearYear or at the time of their report, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearor, if they did conclude that a Default existed, specifying its nature and period of existence. (b) As soon as available, and in any event within 60 fifty-five (55) days after the end of each Fiscal Quarter, Parent’s unaudited Borrower's Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of Borrower's earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-year- end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit D signed by a Responsible Officer the chief financial officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 Sections 7.11 and 7.12 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by any Restricted Person to its stockholders and all registration statements, periodic reports and other statements and schedules filed by any Restricted Person with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (d) By April 1 of each year, an Engineering Report prepared as of the preceding January 1, by petroleum engineers who are employees of Borrower and audited by Xxxxx Xxxxx Company, or other independent petroleum engineers chosen by Borrower and acceptable to Majority Lenders, concerning all oil and gas properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to them proved oil or gas reserves. This report shall be in form and substance satisfactory to Agent, shall contain sufficient information to enable Borrower to meet the reporting requirements concerning oil and gas reserves contained in Regulations S-K and S-X promulgated by the Securities and Exchange Commission, shall take into account any "over-produced" status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrower which distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral. (e) By October 1 of each year, and promptly following notice of an additional Borrowing Base redetermination under Section 2.10(a), an Engineering Report prepared as of the preceding July 1 (or the first day of the preceding calendar month in the case of an additional redetermination) by petroleum engineers who are employees of Borrower together with an accompanying report on property sales, property purchases and changes in categories, both in the same form and scope as the reports in (d) above. (f) With the delivery of each Engineering Report, Borrower shall provide to Agent a certificate from the president or chief financial officer of Borrower in the form of Exhibit H certifying that, to the best of his knowledge and in all material respects: (i) the information contained in such Engineering Report and any other information delivered in connection therewith is true and correct, (ii) each Restricted Person owns good and defensible title to the oil and gas properties and other assets evaluated in such Engineering Report (herein called the "Covered Properties") and are free of all Liens except for Permitted Liens, ------------------ (iii) none of the Covered Properties has been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of such properties sold and in such detail as reasonably required by Agent, and (iv) oil and gas properties which comprise at least eighty percent (80%) of the total value of the oil and gas properties which are included within the Covered Properties and which are owned either directly by any Restricted Person or by partnerships in which any Restricted Person has an interest are part of the Mortgaged Properties (either by virtue of a mortgage on the oil and gas properties or a security interest encumbering the interests owned by such Restricted Person in such partnerships).

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and proper books of record and account in accordance with GAAP and will furnish the following statements and reports to the Administrative Agent Agent, for distribution to each Lender, at the Borrower’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated financial statements of Parent together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Parent and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion relating to such financial statements, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing accountants selected by Borrower the General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared; provided, however, that at any time when the Borrower shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Annual Report on Form 10-K of the Borrower for such Fiscal Year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (a). These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each of the first three Fiscal Quarter, ParentQuarters of each Fiscal Year the Borrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited the Borrower’s Consolidated statements of earnings income, partners’ capital and cash flows for each such Fiscal Quarter (except in the case of the statement of cash flows) and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition; provided, however, that at any time when the Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total be subject to the unaudited Consolidated balance sheet and statement reporting requirements of earnings Section 13 or 15(d) of Parent for that same Fiscal Quarter. In the event that Exchange Act, delivery within the Consolidated gross operating revenues time period specified above of copies of the Quarterly Report on Form 10-Q of the Borrower for any such Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRSthe requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (b) for any of the first three Fiscal Quarters of a Fiscal Year. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting set forth in comparative form the corresponding figures for the same period of the preceding Fiscal Quarter. (c) Year. In addition the Borrower will, together with each such set of financial statements under this subsection (b) and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate Certificate, signed on behalf of the Borrower by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower andthe General Partner, as applicable, Parent stating setting forth that such financial statements are accurate and complete in all material respects (subject subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments and the absence of footnotes), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.12, and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Borrower or any of its Subsidiaries to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Lender), and each prospectus and all amendments thereto filed by the Borrower or any of its Subsidiaries with the Commission and of all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments; provided that the Borrower shall be deemed to have furnished the information specified in this clause (e) above on the date that such information is posted at the Borrower’s website on the Internet or at such other website as notified to the Lenders. (d) Prompt written notice of any change (but in no event later than ten (10) Business Days after such change, unless otherwise agreed by the Administrative Agent) in any Loan Party’s (i) name, (ii) identity or organizational form or jurisdiction of incorporation, or (iii) Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless, promptly therewith (but in no event later than ten (10) Business Days after such change, unless otherwise agreed by the Administrative Agent), it shall have provided the Administrative Agent with all filings under the UCC or otherwise that are required in order for the Administrative Agent to continue to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (e) Prior to the first achievement by the Borrower of an Investment Grade Rating, at the time of delivery of financial statements pursuant to Section 6.01(a) or (b), if Collateral consists of any property other than (1) the property that was Collateral on the Closing Date and (2) property that constitutes Collateral as a result of an after-acquired provision in any Collateral Document, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower (i) either confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes, and (ii) certifying that all UCC financing statements (including fixtures filings, as applicable) or other appropriate filings, recordings or registrations, have been filed of record in each applicable governmental, municipal or other appropriate office in each applicable jurisdiction to the extent necessary to protect and perfect the security interests under the Collateral Documents.

Books, Financial Statements and Reports. Each Credit Party The User will at all times maintain full complete and accurate (in all material respects) books of account and records. Borrower The User will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and will furnish the following statements and reports to Administrative Agent the Significant Holder(s) of the Notes, the Significant Holder(s) of the Receivables and the Supplier at Borrower’s the User's expense: (ai) As soon as available, and in any event within 90 120 days after the end of each Fiscal Year, (A) complete audited Consolidated financial statements of Parent the User together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an Bolinger, Segars, Xxxxxxx & Xxxx, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent the User and acceptable to Administrative Agentthe Required Holder(s) of the Notes and the Required Holder(s) of the Receivables, stating that such Consolidated financial statements have been so preparedprepared and (B) unaudited consolidating balance sheet and statement of operations of the User together with all notes thereto, in form and detail acceptable to the Required Holder(s) of the Notes and the Required Holder(s) of the Receivables. These The Consolidated financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and a Consolidated statements statement of earningsoperations, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet equities and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity margins for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (bii) As soon as available, and in any event within 60 45 days after the end of each Fiscal Quarter, Parent’s (A) the User's unaudited consolidating balance sheet and statement of operations in form and detail acceptable to the Required Holder(s) of the Notes and the Required Holder(s) of the Receivables and (B) the User's Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements statement of earnings the User's operations and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, without footnotes, subject to changes resulting from normal or recurring year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to addition the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower User will, together with each such set of financial statements and each set of financial statements furnished under clause (i) of this Section 6.2(a) or (b7.1(b), as applicable, furnish a Compliance Certificate certificate in the form of Exhibit I-l attached hereto, signed by a Responsible Officer the individual who is acting in the capacity of Borrower andthe chief financial officer of the User, as applicable, Parent stating that such financial statements are accurate fairly present the financial condition of the User and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she he has reviewed the Loan Transaction Documents, containing calculations showing compliance (or non- compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (iii) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by the User to its members and all registration statements, periodic reports and other statements and schedules filed by the User with any securities exchange, the Securities and Exchange Commission or any similar governmental authority.

Books, Financial Statements and Reports. Each Credit Party will Somita shall at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to Somita shall maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent Royal Gold at Borrower’s Somita's expense: (a) As soon as available, and in any event within 90 one hundred twenty (120) days after the end of each Fiscal Year, complete audited Consolidated financial statements of Parent Somita together with all notes thereto, prepared in reasonable detail in accordance with IFRSCanadian GAAP, together with an unqualified opinion, based on an audit reviewed using generally accepted auditing standards, standards by an independent certified public accounting firm of nationally recognized standing selected by Parent Somita and reasonably acceptable to Administrative Agent, stating that such Consolidated financial statements have been so preparedRoyal Gold. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ ' equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 forty-five (45) days after the end of each of the first three Fiscal QuarterQuarters of each Fiscal Year, Parent’s unaudited Consolidated Somita's balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of Somita's earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSCanadian GAAP, subject to changes resulting from normal year-end adjustments and the absence of without footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower willaddition Somita shall, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form attached hereto as Exhibit I signed by a Responsible Officer the chief financial officer of Borrower and, as applicable, Parent Somita stating that such financial statements are accurate and complete in all material respects (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Funding Documents, containing calculations showing compliance (or non- compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Until Somita shall have achieved Project Completion, a report within 20 days after the end of each month certified by a Responsible Officer setting forth in reasonable detail the progress of the Project, including (i) expenditures of funds, (ii) estimated future costs, (iii) unexpended funds available to Somita, (iv) the progress and percentage of completion of the major phases of Project construction and the total construction work of the Project, (v) the monthly report(s) provided to Somita by its major contractor(s) on the Project, and (vi) the acquisition of fixtures and equipment, to be reviewed by the Project Engineer, in the format attached hereto as Exhibit J; (d) Until Somita shall have achieved Project Completion, within 45 days after the end of each Fiscal Year, a report certified by a Responsible Officer setting forth in reasonable detail all transactions during such Fiscal Year between (i) Somita and (ii) HRG or Affiliates of HRG (other than arrangements for compensation of officers, employees or directors of Somita for their services as such at a rate established on an arm's length basis). (e) Within 30 days after Somita is required to make any report to the Government, a copy of each such report. (f) Until satisfaction of the PP1 and PP2 Obligations, not later than 30 days prior to the beginning of each Fiscal Year, an annual operating forecast for Somita, including its projected quarterly Financial Statements for such Fiscal Year, together with a statement of the assumptions on which such forecast is based. (g) Within 90 days after the end of each Fiscal Year, an environmental compliance report summarizing the environmental performance of the Project during such Fiscal Year and providing sufficient information for Royal Gold to monitor the performance of the Project with respect to environmental protection, including, at a minimum, narrative summaries of (i) the results of any environmental monitoring or sampling activity conducted at the Project, (ii) accidents at the Project impacting the environment or resulting in the loss of life, and (iii) environmental deficiencies at the Project identified by the Republic of Burkina Faso environmental regulatory authorities and any remedial actions taken or proposed to be taken with respect thereto. (h) Within 90 days after the date of effectiveness of any amendment to any Mining Law, a copy of such amendment together with a statement from Somita's legal counsel in the Republic of Burkina Faso describing in reasonable detail what effect (if any) such amendment will have on Somita and the Project. (i) Copies of all other annual or interim audit reports and management letters submitted to the Company by its independent accountants and such other information and data with respect to its operations (including without limitation supporting information as to compliance with this Agreement and the other Funding Documents) as Royal Gold may reasonably request from time to time.

Books, Financial Statements and Reports. Each Credit Loan Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Yearfiscal year, and will furnish (or provide electronic access pursuant to the last paragraph of this Section 6.02) the following statements and reports to the Administrative Agent and each Lender at the Borrower’s expense: (a) As soon as availableWithin five (5) days after the date required to be delivered to the SEC, and in any event within 90 but no later than ninety-five (95) days after the end of each Fiscal Yearfiscal year, complete audited Consolidated consolidated financial statements of Parent the Borrower together with all notes thereto, which shall be prepared in reasonable detail in accordance with IFRSGAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, together with an unqualified opinion, opinion based on an audit using generally accepted auditing standards, by an Ernst & Young LLP or another independent certified public accounting firm accountant of nationally recognized standing selected by Parent and reasonably acceptable to Administrative Agentthe Required Lenders, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year fiscal year and Consolidated consolidated statements of earnings, of cash flows, and of changes in ownersshareholders’ equity for such Fiscal Yearfiscal year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearfiscal year. In addition, Borrower shall provide internally prepared unaudited consolidating On the date of delivery of such financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal YearAdministrative Agent and each Lender, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable will furnish to Administrative AgentAgent and each Lender a Compliance Certificate signed by a Responsible Officer of the Borrower, stating that such Consolidated financial statements have been so prepared. These fairly present the financial statements shall contain condition of the Borrower, stating that such Person has reviewed the Loan Documents, containing all calculations required to be made to show compliance or non-compliance with the provisions of Section 7.11 and Section 7.12, and further stating that there is no condition or event at the end of such fiscal year or at the time of such certificate which constitutes a Consolidated Default or specifying the nature and period of existence of any such condition or event. (b) Within five (5) days after the date required to be delivered to the SEC, but no later than fifty (50) days after the end of each fiscal quarter, the Borrower’s consolidated balance sheet and income statement as of the end of such Fiscal Year fiscal quarter and Consolidated statements a consolidated statement of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each such set of financial statements furnished under Section 6.2(a) or (b), as applicablestatements, furnish a Compliance Certificate signed by a Responsible Officer of the Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she such Person has reviewed the Loan Documents, containing all calculations showing required to be made by the Borrower to show compliance (or non- compliance) noncompliance with the provisions of Section 7.11 and Section 7.12, and further stating that there is no condition or event at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter fiscal quarter or at the time of such certificate which constitutes a Default or specifying the nature and period of existence of any such Defaultcondition or event. (c) Promptly upon their becoming available, the Borrower shall provide copies of all registration statements, periodic reports and other statements and schedules filed by any Loan Party with any securities exchange, the SEC or any similar Governmental Authority. (d) Concurrently with the delivery of the financial statements under Sections 6.02(a) and (b), unaudited consolidating financial statements with a separate presentation in such statements of the financials of the Midstream Subsidiaries and their respective Restricted Subsidiaries and a calculation of the Consolidated EBITDA-Midstream as of the date of such financial statements. Documents required to be furnished or delivered pursuant to Section 6.02(a), (b), (c), or (d) or (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website (including XXXXX) or whether sponsored by the Administrative Agent); provided that (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Sections 6.02(a) and (b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Books, Financial Statements and Reports. Each Credit Party Borrower will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at Borrower’s expense: (a) As soon as availablePromptly upon the filing thereof, and in any event within 90 ninety (90) days after the end of each Fiscal Year: (i) a copy of PAA’s Form 10-K, which report shall include PAA’s complete audited Consolidated financial statements of Parent together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, without material qualification, based on an audit using generally accepted auditing standards, by an PricewaterhouseCoopers LLP, or other independent certified public accounting firm of nationally recognized standing selected by Parent and acceptable to Administrative Agentaccountants, stating that such Consolidated financial statements have been so prepared, and (ii) upon and following the termination or release of the PAA Guaranty, Borrower’s complete audited Consolidated financial statements, prepared in reasonable detail in accordance with GAAP. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Such Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as availablePromptly upon the filing thereof, and in any event within 60 sixty (60) days after the end of each of the first three Fiscal QuarterQuarters of each Fiscal Year: (i) a copy of PAA’s Form 10-Q, Parentwhich report shall include PAA’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, PAA’s earnings and cash flows for such Fiscal Quarter and for the period from the beginning of cash flows, and the then current Fiscal Year to the end of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form and (ii) upon and following the corresponding figures termination or release of the PAA Guaranty, Borrower’s unaudited Consolidated balance sheet as of the end of such. Fiscal Quarter and Consolidated statements of Borrower’s earnings and cash flows for such Fiscal Quarter and for the preceding period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter. (c) . In addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under subsection (a) of this section, furnish a copy of the certificate delivered to administrative agent and lenders under the PAA Credit Agreement pursuant to Section 6.2(a6.2(b) thereof. (c) Prompt notice of any publicly announced change in PAA’s Debt Rating by either Standard & Poor’s or Xxxxx’x. (d) On the fifteenth (15th) day of each month (or the next succeeding Business Day, if the 15th is not a Business Day), and together with each Borrowing Notice, a Summary Collateral Report (which, if delivered with a Borrowing Notice, shall include the Hedged Eligible Inventory and related Hedging Contracts and sale contracts requested to be financed thereby), substantially in the form of Exhibit G attached hereto, specifying (i) volumes of Financed Hedged Eligible Inventory, identified by type of Petroleum Product, to be subject to Cash and Carry Purchases or to be stored at or remain stored at Approved Locations, including hedged price, Hedged Value and Approved Locations where such Financed Hedged Eligible Inventory is to be delivered and/or stored, (ii) any corresponding Hedging Contracts (including Master ISDA Agreements, counterparties, confirmations thereunder) covering such Financed Hedged Eligible Inventory, with hedging account information with respect thereto, including volumes and pricing listed by counterparty, date and confirmation number, and (iii) any corresponding sale contracts (with purchaser, date, volumes, prices and such other identifying information as Administrative Agent may reasonably request) pursuant to which Borrower has contracted to sell such Financed Hedged Eligible Inventory, including specifying volumes, sale price and Sale Value. Documents required to be delivered pursuant to Section 6.2(a)(i) or (b)b)(i) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, as applicableshall be deemed to have been delivered on the date on which PAA posts such documents, furnish or provides a Compliance Certificate signed by a Responsible Officer of Borrower andlink thereto, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and on PAA’s website on the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- compliance) Internet at the end website address listed on Schedule 10.3, and notifies Administrative Agent of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter posting or at the time of such certificate or specifying the nature and period of existence of any such Defaultlink.

Books, Financial Statements and Reports. Each Credit Party Related Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and will furnish the following statements and reports to Administrative Agent each Bank Party at Borrower’s 's expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated and consolidating financial statements of Parent Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an Coopers & Lybrxxx X.X.P. or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent Borrower and acceptable to Administrative AgentMajority Lenders, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ ' equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year, and such consolidating statements shall clearly present the same Consolidated information for Borrower and its Restricted Subsidiaries. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement within ninety (90) days after the end of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any each Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, will furnish a report signed by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, such accountants (i) stating that such Consolidated financial statements they have been so prepared. These financial statements shall contain a Consolidated balance sheet as of read this Agreement and reviewed the then most recent Accounts Receivable Report, (ii) containing calculations showing compliance (or non-compliance) at the end of such Fiscal Year with the requirements of Sections 7.11, 7.12 and Consolidated statements of earnings, of cash flows7.13, and (iii) further stating that in making their examination and reporting on the Consolidated financial statements described above they did not conclude that any Default existed at the end of changes in owners’ equity for such Fiscal YearYear or at the time of their report, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearor, if they did conclude that a Default existed, specifying its nature and period of existence. (b) As soon as available, and in any event within 60 forty-five (45) days after the end of each Fiscal Quarter, Parent’s unaudited Borrower's Consolidated and consolidating balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated and consolidating statements of Borrower's earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit C signed by a Responsible Officer the chief financial officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 Sections 7.1, 7.11, 7.12 and 7.13 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default.

Books, Financial Statements and Reports. Each Credit Party The Supplier will at all times maintain full complete and accurate (in all material respects) books of account and records. Borrower The Supplier will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and will furnish the following statements and reports to Administrative Agent each Significant Holder of the Receivables and each Significant Holder of the Notes at Borrower’s the Supplier's expense: (ai) As soon as available, and in any event within 90 120 days after the end of each Fiscal Year, complete audited Consolidated financial statements of Parent the Supplier together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an KPMG Peat Marwick, Deloitte & Touche, or another nationally recognized firm of independent certified public accounting firm of nationally recognized standing accountants selected by Parent and acceptable to Administrative Agentthe Supplier, stating that such Consolidated financial statements have been so prepared. These The Consolidated financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements a consolidated statement of earningsoperations, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ stockholders' equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (bii) As soon as available, and in any event within 60 45 days after the end of each Fiscal Quarter, Parent’s unaudited the Supplier's Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements statement of earnings the Supplier's operations and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, without footnotes, subject to changes resulting from normal or recurring year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to addition the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower Supplier will, together with each such set of financial statements and each set of financial statements furnished under clause (i) of this Section 6.2(a) or (b7.2(b), as applicable, furnish a Compliance Certificate certificate in the form of Exhibit I-2 signed by a Responsible Officer the Treasurer of Borrower and, as applicable, Parent the Supplier stating that such financial statements are accurate fairly present the financial condition of the Supplier and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 Transaction Documents and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (iii) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by the Supplier to its stockholders and all registration statements, periodic reports and other statements and schedules filed by the Supplier with any securities exchange, the Securities and Exchange Commission or any similar governmental authority.

Books, Financial Statements and Reports. Each Credit Party COC will at all times maintain full and accurate books of account and records. Borrower COC will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent Domain at BorrowerCOC’s expense: (a) : As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated consolidated financial statements of Parent COC together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, [by an a “Big Four” public accounting firm or] another independent certified public accounting firm of nationally recognized standing selected by Parent COC and acceptable to Administrative AgentDomain, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year and Consolidated consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In additionBy March 1 of each year, Borrower shall provide internally an Engineering Report prepared unaudited consolidating financial statements including Borrower’s balance sheet by *[Xxxxx Xxxxx Company/Netherland, Xxxxxx & Associates/X.X. Xxxx and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than Associates/XxXxxxxx & XxxXxxxxxxx/Xxxxxxxxxx Petroleum Consultants, Inc.], or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, other independent petroleum engineers chosen by an independent certified public accounting firm of nationally recognized standing selected by Borrower COC and acceptable to Administrative AgentDomain, stating that such Consolidated financial statements concerning the Subject Properties oil and gas properties and interests owned by any COC which are located in the Contract Lands and which have been so preparedattributable to them proved oil or gas reserves. These financial statements This report shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earningsbe satisfactory to Domain, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) shall take into account any “over-produced” status under gas balancing arrangements. As soon as available, and in any event within 60 forty-five (45) days after the end of each Fiscal Quartercalendar month, Parent’s unaudited Consolidated balance sheet a report describing by lease or unit the gross volume of Hydrocarbon Production and sales attributable to Hydrocarbon Production during such month from the Subject Properties and describing the related severance taxes, other taxes, leasehold operating expenses attributable thereto and incurred during such month. As soon as of available, and in any event within ten (10) days after the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning calendar month, a report on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each Subject Properties setting forth the capital expenditures and Domain Capital Contributions made during such calendar month. On the dates set forth in comparative form Exhibit C hereto, the corresponding figures for the preceding Fiscal Quarterfinancial reporting described therein. (c) Borrower will, together with each set of financial statements furnished under Section 6.2(a) or (b), as applicable, furnish a Compliance Certificate signed by a Responsible Officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default.

Books, Financial Statements and Reports. Each Credit Party Restricted --------------------------------------- Person will at all times maintain full and accurate books of account and records. Borrower Plains MLP will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at Borrower’s Restricted Person's expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, Year (i) complete audited Consolidated financial statements of Parent Plains MLP together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an PricewaterhouseCoopers LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent General Partner and acceptable to Administrative AgentMajority Lenders, stating that such Consolidated financial statements have been so preparedprepared and (ii) supporting unaudited consolidating balance sheets and statements of income of each other Restricted Person (except for any Restricted Person whose financial statements are substantially the same as those of Plains MLP). These financial statements shall contain a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting . Such Consolidated financial statements shall set forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement within ninety (90) days after the end of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any each Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, Plains MLP will furnish a certificate signed by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, such accountants (i) stating that such Consolidated financial statements they have been so prepared. These financial statements shall contain a Consolidated balance sheet as of read this Agreement, (ii) containing calculations showing compliance (or non-compliance) at the end of such Fiscal Year and Consolidated statements with the requirements of earningsSections 7.11 through 7.14, of cash flowsinclusive, and (iii) further stating that in making their examination and reporting on the Consolidated financial statements described above they obtained no knowledge of changes in owners’ equity for any Default existing at the end of such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearor, if they did so conclude that a Default existed, specifying its nature and period of existence. (b) As soon as available, and in any event within 60 forty-five (45) days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end first three Fiscal Quarters of such each Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal QuarterYear, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a (i) Plains MLP's Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, Plains MLP's earnings and cash flows for such Fiscal Quarter and for the period from the beginning of cash flows, and the then current Fiscal Year to the end of changes in owners’ equity for such Fiscal Quarter, and (ii) supporting consolidating balance sheets and statements of income of each setting forth other Restricted Person (except for any Restricted Person whose financial statements are substantially the same as those of Plains MLP), all in comparative form reasonable detail and prepared in accordance with GAAP, subject to changes resulting from normal year-end adjustments; and as soon as available, and in any event within forty-five (45) days after the corresponding figures end of the last Fiscal Quarter of each Fiscal Year, Plains MLP's unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and income statement for such Fiscal Quarter and for the preceding period from the beginning of the current Fiscal Year to the end of such Fiscal Quarter. (c) Borrower . In addition Plains MLP will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit D signed by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower and, as applicable, Parent General Partner stating that such financial statements are accurate and complete in all material respects (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 Sections 7.11through 7.14, inclusive and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by Plains MLP to its unit holders and all registration statements, periodic reports and other statements and schedules filed by Plains MLP with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (d) As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, a five-year business and financial plan for Plains MLP (in form reasonably satisfactory to Administrative Agent), prepared or caused to be prepared by a senior financial officer thereof, setting forth for the first year thereof, quarterly financial projections and budgets for Plains MLP, and thereafter yearly financial projections for the next four Fiscal Years. (e) As soon as available, and in any event within forty-five (45) days after the end of each month, throughput volume reports setting forth in detail pipeline volumes of crude oil delivered by Restricted Persons for such month in connection with, and transportation fees charged and margins realized by the Restricted Persons for such month delivered through all pipeline facilities of Plains MLP and its Subsidiaries. (f) As soon as available, and in any event within forty-five (45) days after the end of each Fiscal Quarter, a report setting forth volumes and margins for all marketing activities of Restricted Persons. (g) As soon as available, and in any event within thirty (30) days after the end of each Fiscal Year, an environmental compliance certificate signed by the president or chief executive officer of General Partner in the form attached hereto as Exhibit F. Further, if requested by Administrative Agent, Restricted Persons shall permit and cooperate with an environmental and safety review made in connection with the operations of Restricted Persons' properties one time during each Fiscal Year, by Pilko & Associates, Inc. or other consultants selected by Administrative Agent which review shall, if requested by Administrative Agent, be arranged and supervised by environmental legal counsel for Administrative Agent, all at Restricted Persons' cost and expense. The consultant shall render a verbal or written report, as specified by Administrative Agent, based upon such review at Restricted Persons' cost and expense and a copy thereof will be provided to Restricted Persons. (h) Concurrently with the annual renewal of Restricted Persons' insurance policies, Restricted Persons shall at their own cost and expense, if requested by Administrative Agent in writing, cause a certificate or report to be issued by Administrative Agent's professional insurance consultants or other insurance consultants satisfactory to Administrative Agent certifying that Restricted Persons' insurance for the next succeeding year after such renewal (or for such longer period for which such insurance is in effect) complies with the provisions of this Agreement and the Security Documents. (i) As soon as available, and in any event within thirty-five (35) days after the end of each calendar month, a Consolidated statement of Plains MLP's earnings for such calendar month in form satisfactory to Administrative Agent. (j) By 10:00 a.m., Boston Massachusetts time, each Monday, a report on a xxxx to market basis of all Floating Rate Contracts as of the close of business on the previous Friday, and together with such report a complete list of all net realized losses on any Floating Rate Contracts for the prior twelve months in form satisfactory to Administrative Agent.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent at the Borrower’s expense: (a) As soon as availableWithin five (5) Business Days of being filed with the SEC, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated consolidated financial statements of Parent the Borrower for such Fiscal Year, together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an KPMG, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent the Borrower and reasonably acceptable to Administrative Agent, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year and Consolidated consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating together with each such set of financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Yearstatements, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable will furnish to Administrative AgentAgent a Compliance Certificate signed by a Responsible Officer of the Borrower, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as are accurate and complete, stating that such Person has reviewed or caused to be reviewed the Loan Documents, containing all calculations required to be made to show compliance or non-compliance with the provisions of Section 9.08 at the end of such Fiscal Year, and further stating that to such Person’s best knowledge there is no condition or event at the end of such Fiscal Year or at the time of such certificate which constitutes a Default or, if a Default exists, specifying the nature and Consolidated statements period of earnings, existence of cash flows, and of changes in owners’ equity for any such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearcondition or event. (b) As soon as availableWithin five (5) Business Days of being filed with the SEC, and in any event within 60 forty-five (45) days after the end of each Fiscal QuarterQuarter (other than the last Fiscal Quarter of each Fiscal Year), Parentbeginning with the Fiscal Quarter ending on March 31, 2023, the Borrower’s unaudited Consolidated consolidated and consolidating balance sheet and income statement as of the end of such Fiscal Quarter and unaudited Consolidated statements a consolidated statement of earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to addition the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each such set of financial statements furnished under Section 6.2(a) or (b), as applicablestatements, furnish a Compliance Certificate signed by a Responsible Officer of the Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she such Person has reviewed or caused to be reviewed the Loan Documents, containing all calculations showing required to be made by the Borrower to show compliance (or non- compliance) at the end of such Fiscal Quarter non-compliance with the requirements provisions of Section 7.14 9.08 and further stating that to such Person’s best knowledge there is no Default exists condition or event at the end of such Fiscal Quarter or at the time of such certificate which constitutes a Default or if a Default exists, specifying the nature and period of existence of any such Defaultcondition or event. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by the Borrower to its stockholders and all registration statements, periodic reports and other statements and schedules filed by the Borrower with any securities exchange, the SEC or any similar Governmental Authority, including any information or estimates with respect to the Borrower’s oil and gas business (including its exploration, development and production activities) which are required to be furnished in the Borrower’s annual report pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, other than Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any financial statements or other information included in such reports to the extent furnished pursuant to Section 8.02(a) or (b); provided, however, that no financial statements, reports, notices, proxy statements, registration statements or any other documents or information shall be required to be furnished pursuant to this Section 8.02(c) to the extent that they are available on the SEC’s XXXXX database. Documents required to be delivered pursuant to this Section 8.02 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 12.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Books, Financial Statements and Reports. Each Sections 6.2(a), (b), (c), (d), (e) and (g) of the Original Credit Party will at all times maintain full Agreement are hereby amended in their entirety and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish replaced with the following statements and reports to Administrative Agent at Borrower’s expensefollowing: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated and consolidating financial statements of Parent Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing accountants selected by Parent Borrower and acceptable to Administrative AgentMajority Lenders, stating that such Consolidated financial statements have been so prepared. These , which such financial statements shall contain a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition; provided, however, that at any time that (i) Borrower shall provide internally prepared unaudited consolidating is a Subsidiary of Linn and (ii) Borrower is not required to deliver the foregoing-described financial statements including Borrower’s balance sheet and statement of earnings which agree under the indenture and/or supplemental indentures governing the Senior Notes (because the Senior Notes have been repaid in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than full or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Yearotherwise), the unqualified opinion set forth above requirements of this Section 6.2(a) shall also cover be satisfied upon delivery of the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared described in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as Section 8.01(a) of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal YearLinn Credit Agreement. (b) As soon as available, and in any event within 60 forty-five (45) days after the end of the first three Fiscal Quarters in each Fiscal QuarterYear, ParentBorrower’s unaudited Consolidated and consolidating balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated and consolidating statements of Borrower’s earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments adjustments; provided, however, that at any time that (i) Borrower is a Subsidiary of Linn and (ii) Borrower is not required to deliver the absence foregoing-described financial statements under the indenture and/or supplemental indentures governing the Senior Notes (because the Senior Notes have been repaid in full or otherwise), the requirements of footnotesthis Section 6.2(b) shall be satisfied upon delivery of the financial statements described in Section 8.01(b) of the Linn Credit Agreement. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit D signed by a Responsible the Chief Financial Officer or the Treasurer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she such Chief Financial Officer has reviewed the Loan Documents, containing calculations showing compliance (or non- compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.11 and Section 7.12 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Restricted Person with the SEC, or with any national securities exchange. Active.13964034.8 8 Documents required to be delivered pursuant to Section 6.2(a), (b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at the website address listed in the Disclosure Letter (or, at any time Borrower is a Subsidiary of Linn, on Linn’s website on the Internet); or (ii) on which such documents are posted on Borrower’s behalf on DebtX or another relevant website, if any, including, but not limited to any filings made on XXXXX to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided that: (x) Borrower shall deliver paper copies of such documents to Administrative Agent or any Lender that requests Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Administrative Agent or such Lender and (y) Borrower shall notify (which may be by facsimile or electronic mail) Administrative Agent and each Lender of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.2(b) to Administrative Agent and each of the Lenders. Except for such Compliance Certificates, Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. (d) On or before March 1st and September 1st of each year, the Borrower shall furnish to the Administrative Agent and the Lenders an Engineering Report as of the immediately preceding December 31 or June 30, as applicable. The Engineering Report as of December 31 of each year shall be prepared by one or more petroleum engineers reasonably acceptable to the Administrative Agent and the June 30 Engineering Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Engineering Report to be true and accurate in all material respects and to have been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (e) Reserved. (g) Concurrently with any delivery of financial statements under Section 6.2(a) and Section 6.2(b), a true and complete list of all Hedging Contracts, as of the last Business Day of such fiscal quarter or fiscal year, of the Borrower and each of its Subsidiaries, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the Active.13964034.8 9 net xxxx-to-market value therefore, any new credit support agreements not previously disclosed to the Administrative Agent, any margin required or supplied under any credit support document, and the counterparty to each such agreement and a confidential report reflecting its projected production for each calendar year for which it has established hedge positions under Section 7.3(a); provided that the Borrower shall not be required to provide any xxxx-to-market value for any emission credit Hedging Contracts, but the Borrower shall provide the aggregate amount owing by the Borrower and its Subsidiaries under such emission credit Hedging Contracts as of such date.”

Books, Financial Statements and Reports. Each Credit Party The Borrower will at all times maintain and will cause its Subsidiaries to maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accountingaccounting established and administered in accordance with GAAP, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent who will deliver to each Lender Party at the Borrower’s expense: (a) As soon as available, and in any event within 90 days after the end of each Fiscal YearAnnual Reporting Period, complete audited Consolidated financial statements of Parent the Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with (i) an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Parent the Borrower and reasonably acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These ; which financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Year (if applicable) and (ii) a Compliance Certificate in the form of Exhibit F attached hereto signed by a Responsible Officer of the Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, (x) stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of he/she has reviewed the Loan Documents, (y) containing calculations showing compliance (or non-compliance) at the end of such Fiscal Year with the requirements of Section 6.12 and Consolidated statements (z) stating that no Default or Event of earnings, Default exists at the end of cash flows, and of changes in owners’ equity for such Fiscal YearYear or at the time of such certificate or specifying the nature and period of existence of any such Default or Event of Default. In addition to the foregoing, each setting forth if any Subsidiary does not also constitute a Restricted Person, then the annual financial information required by this Section 5.02(a) will include a reasonably detailed presentation, either on the face of the financial statements or in comparative form the corresponding figures for footnotes thereto of the preceding Fiscal Yearfinancial condition and results of the Restricted Persons separate from the Borrower’s Consolidated financial condition and results of operations. (b) As soon as available, and in any event within 60 days after the end of each Fiscal QuarterQuarterly Reporting Period, Parentthe Borrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of the Borrower’s earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each set of financial statements furnished under Section 6.2(a) or (b), as applicable, furnish a Compliance Certificate in the form of Exhibit F attached hereto signed by a Responsible Officer of the Borrower and, as applicable, Parent (w) stating that such financial statements are accurate present fairly in all material respects the Consolidated financial position and complete (results of operations of the Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes), (x) stating that he/she has reviewed the Loan Documents, (y) containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 6.12 and (z) stating that no Default or Event of Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default or Event of Default. In addition to the foregoing, if any Subsidiary does not also constitute a Restricted Person, then the quarterly financial information required by this Section 5.02(b) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of the Restricted Persons separate from the Borrower’s Consolidated financial condition and results of operations. (c) As soon as available, and in any event within the Quarterly Reporting Period: (i) A report certified by a Responsible Officer of the Borrower of all Hedging Contracts of the Restricted Persons that were in effect during such Fiscal Quarter with the purpose and effect of fixing prices on oil, gas, and natural gas liquid production (setting forth the notional amounts or volumes of oil, gas, and natural gas liquids separately on a monthly basis), together with a comparison of such notional quantities to the actual gross volume of production attributable to production during such Fiscal Quarter from the properties described in the most recent Engineering Report (setting forth the actual production amounts or volumes of oil, gas, and natural gas liquids separately on a monthly basis). Such report shall also provide a listing of all other Hedging Contracts of the Restricted Persons as of the date of such report, setting forth the type, term, effective date, termination date and notional amounts or volumes and, to the extent not restricted by the provisions of a confidentiality clause contained in an applicable Hedging Contract, the counterparty to each such agreement. (ii) For any Fiscal Quarter during which the Borrower or any Restricted Person has any Appalachia Gathering Contract in effect, a report certified by a Responsible Officer of the Borrower of each such Appalachia Gathering Contract in effect during such Fiscal Quarter (setting forth the notional amounts or volumes of oil, gas or other hydrocarbons separately on a monthly basis). Such report shall also provide (i) a listing of all other Appalachia Gathering Contracts of the Borrower and each of its Subsidiaries as of the date of such report, setting forth the term, effective date, termination date and notional amounts or volumes and the counterparty to each such agreement, and (ii) the percentage of monthly Appalachia Proved Projected Production committed pursuant to all Appalachia Gathering Contracts then in effect, through and including the last month for which any such volumes are thereby committed. (d) By March 15 of each year, an Engineering Report prepared as of the preceding December 31st (or within 31 days of such date), by Independent Engineers, concerning all Oil and Gas Properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to them Proved Reserves; provided that such Engineering Report to be prepared as of December 31, 2013 may be prepared by Staff Engineers as of such date. This report shall distinguish (or shall be delivered together with a certificate from a Responsible Officer of the Borrower which distinguishes) those properties included in the report constituting Collateral from those properties included in the report not constituting Collateral. Each such report shall also calculate the Present Value of the Restricted Persons’ Oil and Gas Properties of the preceding December 31st. (e) By September 15 of each year, an Engineering Report prepared by Staff Engineers (or at the Borrower’s option, by Independent Engineers) as of the preceding July 1st (or within 31 days of such date), together with an accompanying report on property sales, property purchases and changes in categories, both in the same form and scope as the reports in (d) above. Each such report shall also calculate the Present Value of the Restricted Persons’ Oil and Gas Properties of the preceding July 1st. (f) As soon as available, and in any event within the Quarterly Reporting Period, a report describing by lease or unit the gross volume of production and sales attributable to production during such Fiscal Quarter from the Restricted Persons’ Oil and Gas Properties described in the most recent Engineering Report and describing the related severance taxes, other taxes, and leasehold operating expenses and capital costs attributable thereto and incurred during such quarter. (g) As soon as available, and in any event within the Annual Reporting Period, a budget for the Restricted Persons’ general and administrative expenses for such Fiscal Year that has been approved by the Board of Managers of the Borrower. (h) As soon as available, and in any event within two weeks following each of the Borrower’s quarterly Board of Managers’ meetings, any modification to the general and administrative budget that has been approved by the Board of Managers of the Borrower since the date of the general and administrative budget. (i) If Administrative Agent so requests, as soon as available, and in any event within the Quarterly Reporting Period, a list, by name and address, of those Persons who have purchased production during such Fiscal Quarter from the Oil and Gas Properties subject to the Security Documents, giving each such purchaser’s owner number for the Borrower and each other grantor of a Lien on such Oil and Gas Properties and each such purchaser’s property number for each such Oil and Gas Property. (j) As soon as available, and in any event within five (5) Business Days of execution, a copy of each Appalachia Gathering Contract that any Restricted Person enters into from time to time. (k) Promptly after the furnishing thereof, copies of any statement, report or notice furnished to any Person (other than routine communications and notices, such as borrowing requests) pursuant to the First Lien Credit Agreement and not otherwise required to be furnished to Administrative Agent or Lenders pursuant to any other provision of the Loan Documents. (l) At any time following a Qualified IPO, promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the Equity owners of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Administrative Agent pursuant hereto. (m) Concurrently with the distribution of financial statements required under Sections 5.02(a) and (b), notice of the date and time of a conference call with Lenders to discuss such financial information, which conference calls the Borrower shall host not later than 10 Business Days after such distribution. Documents required to be delivered pursuant to Section 5.02(a), (b) or (l) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address (if any) listed in Section 9.01; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Books, Financial Statements and Reports. Each Credit Party of Borrower and TOGA will at all times maintain full and accurate books of account and records. Borrower will maintain records and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and will furnish the following statements and reports to Administrative the Agent at Borrower’s 's expense: (aA) As soon as By the date hereof in the case of the 1999 fiscal year ended September 30, 1999 and (B) promptly after becoming available, and in any event within 90 not later than ninety (90) days after the end close of each Fiscal Yearfiscal year beginning with the 2000 fiscal year, complete the audited Consolidated financial statements and consolidating balance sheets of Parent together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm Borrower and of nationally recognized standing selected by Parent and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet TOGA as of the end of such Fiscal Year the Borrower's fiscal year and the audited Consolidated and consolidating statements of earnings, profit and loss of cash flows, Borrower and of changes in owners’ equity TOGA for such Fiscal Yearfiscal year, each all such financial statements prepared without regard to whether Borrower's or TOGA's financial results would otherwise be shown on consolidated financial statements of another Person and setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Year. In additionfiscal year, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail and all prepared in accordance conformity with IFRSGAAP or Australian GAAP, together with an unqualified opinionas applicable, based on an audit using generally accepted auditing standards, certified in a manner by an such independent certified public accounting firm accountants. (ii) Promptly after becoming available, and in any event not later than forty-five (45) days after the end of nationally recognized standing selected by each fiscal quarter beginning with the 2000 fiscal year, the unaudited Consolidated balance sheets of Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet of TOGA as of the end of such Fiscal Year said fiscal quarter, and the Consolidated statements of earnings, profits and loss of cash flows, Borrower and of changes in owners’ equity TOGA for such Fiscal Yearquarter and for the period from the beginning of the fiscal year to the end of such quarter, each setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as corresponding period of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarterpreceding fiscal year, all prepared in reasonable detail and prepared in accordance with IFRSGAAP or Australian GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarterapplicable. (ciii) Borrower willA certificate signed by Borrower's or TOGA's chief financial officer, together to be furnished with each set of financial statements furnished under Section 6.2(aparagraph (i) and (ii) above. The certificate shall state that, to the officer's knowledge based upon his or her due diligence review, under his or her supervision, of Borrower's or TOGA's affairs, respectively, (b)A) all of the representations and warranties made herein continue to be true and correct as of the date of the certificate (or, if any representation or warranty is not true or correct as applicableof such date, furnish a Compliance Certificate signed by a Responsible Officer the certificate shall state the nature of the representation or warranty no longer valid and the actions which Borrower and, as applicable, Parent stating that or TOGA is taking or proposes to take with respect thereto) and (B) such financial statements are accurate and complete in all material respects. In the case of a certificate accompanying the financial statements in paragraph (subject to normal year-end adjustments and the absence of footnotesii), stating the certificate shall also state that he/she has the officer reviewed the Loan Documents, Documents containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter the applicable fiscal quarter with the requirements of Section 7.14 Sections 5.2(a), (e), (f), (g), (j) and stating (k), and determined that no Default exists or Coverage Deficiency existed at the end of such Fiscal Quarter or at the time of such certificate or specifying (or, if the officer determines otherwise, the certificate shall specify the nature and period of existence of the Default or Coverage Deficiency). (iv) Promptly after becoming available, copies of all financial statements, reports, notices and proxy statements sent by Borrower or TOGA to its stockholders and all registration statements, periodic reports on Forms 8-K, 10-K or 10-Q and other statements and schedules filed by Borrower or TOGA with any securities exchange, the Commission or any similar Governmental Person. (v) Promptly upon receipt thereof, each other report submitted to Borrower or TOGA by an independent certified public accountant in connection with any annual, quarterly, interim or special audit made by such Defaultaccountant of the books or records of Borrower or TOGA. (vi) On each Quarterly Payment Date, to the extent such information is made available to TOGA from the operator of the Project (and Borrower and TOGA shall exercise all rights and remedies as requested by Agent to obtain such information), a consolidated report in detail acceptable to Agent with respect to the Eligible Proved Properties during the Calendar Quarter immediately prior thereto containing the following information: (A) a description of cash flows for such period with a detailed breakdown of all relevant sources and uses of cash for the applicable quarter; (B) a description by well and field of the gross quantities of Hydrocarbons and water produced from or injected into the Eligible Proved Properties during such period;

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender Party at Borrower’s 's expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated and consolidating financial statements of Parent Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing accountants selected by Parent Borrower and reasonably acceptable to Administrative AgentMajority Lenders, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ ' equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement within ninety (90) days after the end of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any each Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, will furnish a report signed by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, such accountants (i) stating that such Consolidated financial statements they have been so prepared. These financial statements shall contain a Consolidated balance sheet as of read this Agreement, (ii) containing calculations showing compliance (or non-compliance) at the end of such Fiscal Year and Consolidated statements with the requirements of earnings, of cash flowsSections 7.11 through 7.14, and (iii) further stating that in making their examination and reporting on the Consolidated financial statements described above they did not conclude that any Default existed at the end of changes in owners’ equity for such Fiscal YearYear or at the time of their report, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearor, if they did conclude that a Default existed, specifying its nature and period of existence. (b) As soon as available, and in any event within 60 forty-five (45) days after the end of each of the first three Fiscal QuarterQuarters of each Fiscal Year, Parent’s unaudited Borrower's Consolidated and consolidating balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated and consolidating statements of Borrower's earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit D signed by a Responsible Officer the chief financial officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section Sections 7.11 through 7.14 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) As soon as available, and in any event within forty-five (45) days after the end of each calendar month, Borrower's Consolidated and consolidating balance sheet as of the end of such calendar month and Consolidated and consolidating statements of Borrower's earnings and cash flows for the period from the beginning of the then current Fiscal Year to the end of such calendar month, all in reasonable detail and prepared in accordance with GAAP, subject to changes resulting from normal year-end adjustments with management discussion and analysis. Borrower will furnish a monthly reconciliation of actual drilling costs and results compared against projected drilling costs and results and a year-to-date reconciliation of actual drilling costs and results compared against projected drilling costs and results with the financial statements furnished under this section. Borrower will also furnish a monthly reconciliation of the information contained in the financial statements furnished under this section compared against the monthly projections and budgets furnished pursuant to Section 6.2(e) and a year-to- date reconciliation of information contained in the financial statements furnished under this section compared against year-to-date projections and budgets furnished pursuant to Section 6.2(e). In addition, Borrower will, together with each such set of financial statements and each set of financial statements furnished under subsection (a) of this section, furnish a certificate in the form of Exhibit D signed by the chief financial officer of Borrower stating that such financial statements are accurate and complete (subject to normal quarter-end and year-end adjustments), stating that he has reviewed the Loan Documents, containing calculations showing compliance (or non-compliance) at the end of such calendar month with the requirements of Sections 7.11 through 7.14 and stating that no Default exists at the end of such calendar month or at the time of such certificate or specifying the nature and period of existence of any such Default. All of the foregoing information shall be in form and scope reasonably satisfactory to Majority Lenders. (d) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by any Restricted Person to its stockholders and all registration statements, periodic reports and other statements and schedules filed by any Restricted Person with any securities exchange, the Securities and Exchange Commission or any 57 similar governmental authority. (e) As soon as available, and in any event within sixty (60) days after the end of each Fiscal Year, a business and financial plan for Borrower (in form reasonably satisfactory to Agent), prepared by a senior financial officer thereof, setting forth for the next fiscal year, monthly financial projections and budgets for Borrower, and thereafter annual financial projections and budgets during the Revolving Credit Commitment Period. In addition Borrower will, together with such business and financial plan furnish a drilling program plan setting forth for the next Fiscal Year monthly drilling projections, in form, scope and detail satisfactory to Agent. (f) As soon as available, and in any event within thirty (30) days after the end of each Fiscal Year, Borrower shall deliver to Agent an environmental compliance certificate signed by the president or chief executive officer of Borrower in the form attached hereto as Exhibit G. Further, if requested by Agent, Borrower shall permit and cooperate with an environmental and safety review made in connection with the operations of Borrower's oil and gas properties one time during each Fiscal Year beginning with the Fiscal Year 1999, by Pilko & Associates, Inc. or other consultants selected by Agent which review shall, if requested by Agent, be arranged and supervised by advisors to Agent, all at Borrower's cost and expense. The consultant shall render a verbal or written report, as specified by Agent, based upon such review at Borrower's cost and expense with such report rendered by September 30, 2000. (g) Concurrently with the annual renewal of Borrower's insurance policies, Borrower shall, if requested by Agent in writing, cause a certificate or report to be issued by Agent's professional insurance consultants or other insurance consultants satisfactory to Agent certifying that Borrower's insurance for the next succeeding year after such renewal (or for such longer period for which such insurance is in effect) complies with the provisions of this Agreement and the Security Documents. (h) By each Evaluation Date (other than the regular September 1 Evaluation Date) an Engineering Report prepared by petroleum engineers who are employees of Borrower and audited by the Independent Petroleum Engineers, concerning all oil and gas properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to them proved oil or gas reserves. This report shall reflect reserve information as of a date no earlier than 60 days prior to the date of such report. This report shall be satisfactory to Agent, shall contain sufficient information to enable Borrower to meet the reporting requirements concerning oil and gas reserves contained in Regulations S-K and S-X promulgated by the Securities and Exchange Commission, shall take into account any "over-produced" status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrower which distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral. (i) By the September 1 Evaluation Date, an Engineering Report prepared as of the preceding July 1 by petroleum engineers who are employees of Borrower together with an accompanying report on property sales, property purchases and changes in categories, both in the same form and scope as the reports in (h) above. (j) By January 15 and July 15 of each year, all production data, well logs, core samples and other data that the Lenders' Independent Engineer may request regarding any oil and gas property which will be evaluated in the Engineering Report for the next Evaluation Date but which was not evaluated in the Engineering Report for the immediately preceding Evaluation Date. (k) As soon as available, and in any event within thirty (30) days after the end of each month, a report describing by region the gross volume of production and sales attributable to production during such month from the properties described in subsections (h) and (i) above and describing the related severance taxes, other taxes, and leasehold operating expenses and capital costs attributable thereto and incurred during such month. (l) As soon as available, and in any event within forty-five days after the end of each June and December, a list, by name and address, of those Persons who have purchased production during such 6-month period from the Mortgaged Properties, giving each such purchaser's owner number for Borrower and each other grantor of a Lien on Mortgaged Properties and each such purchaser's property number for each such Mortgaged Property. (m) Within 30 days after the Effective Date and thereafter within 5 days after any request by Agent, a report in form and detail satisfactory to Agent with respect to all claims payable under the Reorganization Plan setting forth (i) all payments made on such claims, (ii) all releases of Liens received with respect to such claims, and (iii) the status of each unpaid claim (including, without limitation, whether any such claim is stipulated or contested and whether any such claim will be paid in a lump sum or in installments).

Books, Financial Statements and Reports. Each Credit Loan Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Yearfiscal year, and will furnish (or provide electronic access pursuant to the last paragraph of this Section 6.02) the following statements and reports to Administrative Agent and each Lender at the Borrower’s expense: (a) As soon as availableWithin five days after the date required to be delivered to the SEC, and in any event within 90 but no later than 95 days after the end of each Fiscal Yearfiscal year, complete audited Consolidated consolidated financial statements of Parent the Borrower together with all notes thereto, which shall be prepared in reasonable detail in accordance with IFRSGAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, together with an unqualified opinion, opinion based on an audit using generally accepted auditing standards, by an Ernst & Young LLP or another independent certified public accounting firm accountant of nationally recognized standing selected by Parent and reasonably acceptable to the Administrative Agent, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year fiscal year and Consolidated consolidated statements of earnings, of cash flows, and of changes in ownersshareholders’ equity for such Fiscal Yearfiscal year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearfiscal year. In addition, Borrower shall provide internally prepared unaudited consolidating On the date of delivery of such financial statements including Borrower’s balance sheet to Administrative Agent and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Yeareach Lender, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable will furnish to Administrative AgentAgent and each Lender a Compliance Certificate signed by a Responsible Officer of the Borrower, stating that such Consolidated financial statements have been so prepared. These fairly present the financial statements shall contain condition of the Borrower, stating that such Person has reviewed the Loan Documents, containing all calculations required to be made to show compliance or non-compliance with the provisions of Section 7.11, and further stating that there is no condition or event at the end of such fiscal year or at the time of such certificate which constitutes a Consolidated Default or specifying the nature and period of existence of any such condition or event. (b) Within five days after the date required to be delivered to the SEC, but no later than 50 days after the end of each fiscal quarter, the Borrower’s consolidated balance sheet and income statement as of the end of such Fiscal Year fiscal quarter and Consolidated statements a consolidated statement of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each such set of financial statements furnished under Section 6.2(a) or (b), as applicablestatements, furnish a Compliance Certificate signed by a Responsible Officer of the Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she such Person has reviewed Table of Contents the Loan Documents, containing all calculations showing required to be made by the Borrower to show compliance (or non- compliance) non-compliance with the provisions of Section 7.11, and further stating that there is no condition or event at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter fiscal quarter or at the time of such certificate which constitutes a Default or specifying the nature and period of existence of any such Defaultcondition or event. (c) Promptly upon their becoming available, the Borrower shall provide copies of (or electronic access pursuant to the last paragraph of this Section 6.02 to) all registration statements, periodic reports and other statements and schedules filed by any Loan Party with any securities exchange, the SEC or any successor Governmental Authority. Documents required to be furnished or delivered pursuant to Section 6.02(a), (b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website (including XXXXX), or whether sponsored by the Administrative Agent); provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of its annual Form 10-K, each quarterly Form 10-Q and any other material filing by the Borrower with any securities exchange, the SEC or any successor Governmental Authority and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Sections 6.02(a) and (b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Books, Financial Statements and Reports. Each Credit Party Borrower will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at Borrower’s 's expense: (a) As soon as availablePromptly upon the filing thereof, and in any event within 90 ninety (90) days after the end of each Fiscal Year: (i) a copy of PAA's Form 10-K, which report shall include PAA's complete audited Consolidated financial statements of Parent together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, without material qualification, based on an audit using generally accepted auditing standards, by an PricewaterhouseCoopers LLP, or other independent certified public accounting firm of nationally recognized standing selected by Parent and acceptable to Administrative Agentaccountants, stating that such Consolidated financial statements have been so prepared, and (ii) Borrower's complete unaudited Consolidated financial statements, prepared in reasonable detail in accordance with GAAP. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Such Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as availablePromptly upon the filing thereof, and in any event within 60 sixty (60) days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end first three Fiscal Quarters of such each Fiscal Quarter and Year: (i) a copy of PAA's Form 10-Q, which report shall include PAA's unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, PAA's earnings and cash flows for such Fiscal Quarter and for the period from the beginning of cash flows, and the then current Fiscal Year to the end of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form and (ii) Borrower's unaudited Consolidated balance sheet as of the corresponding figures end of such. Fiscal Quarter and Consolidated statements of Borrower's earnings and cash flows for such Fiscal Quarter and for the preceding period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter. (c) . In addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under subsection (a) of this section, furnish a copy of the certificate delivered to administrative agent and lenders under the PAA Credit Agreement pursuant to Section 6.2(a6.2(b) thereof. (c) Prompt notice of any publicly announced change in PAA's Debt Rating by either Standard & Poor's or Xxxxx'x. Documents required to be delivered pursuant to Section 6.2(a)(i) or (b)b)(i) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, as applicableshall be deemed to have been delivered on the date on which PAA posts such documents, furnish or provides a Compliance Certificate signed by a Responsible Officer of Borrower andlink thereto, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and on PAA's website on the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- compliance) Internet at the end website address listed on Schedule 10.3, and notifies Administrative Agent of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter posting or at the time of such certificate or specifying the nature and period of existence of any such Defaultlink.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower Plains MLP will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at Borrower’s Restricted Person's expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, Year (i) complete audited Consolidated financial statements of Parent Plains MLP together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an PricewaterhouseCoopers LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent General Partner and acceptable to Administrative AgentMajority Lenders, stating that such Consolidated financial statements have been so preparedprepared and (ii) supporting unaudited consolidating balance sheets and statements of income of each other Restricted Person (except for any Restricted Person whose financial statements are substantially the same as those of Plains MLP). These financial statements shall contain a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting . Such Consolidated financial statements shall set forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement within ninety (90) days after the end of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any each Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, Plains MLP will furnish a certificate signed by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, such accountants (i) stating that such Consolidated financial statements they have been so prepared. These financial statements shall contain a Consolidated balance sheet as of read this Agreement, (ii) containing calculations showing compliance (or non-compliance) at the end of such Fiscal Year and Consolidated statements with the requirements of earningsSections 7.11 through 7.14, of cash flowsinclusive, and (iii) further stating that in making their examination and reporting on the Consolidated financial statements described above they obtained no knowledge of changes in owners’ equity for any Default existing at the end of such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearor, if they did so conclude that a Default existed, specifying its nature and period of existence. (b) As soon as available, and in any event within 60 forty-five (45) days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end first three Fiscal Quarters of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a (i) Plains MLP's Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, Plains MLP's earnings and cash flows for such Fiscal Quarter and for the period from the beginning of cash flows, and the then current Fiscal Year to the end of changes in owners’ equity for such Fiscal Quarter, and (ii) supporting consolidating balance sheets and statements of income of each setting forth other Restricted Person (except for any Restricted Person whose financial statements are substantially the same as those of Plains MLP), all in comparative form reasonable detail and prepared in accordance with GAAP, subject to changes resulting from normal year-end adjustments, and as soon as available, and in any event within forty-five (45) days after the corresponding figures end of the last Fiscal Quarter of each Fiscal Year, Plains MLP's unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and income statement for such Fiscal Quarter and for the preceding period from the beginning of the current Fiscal Year to the end of such Fiscal Quarter. (c) Borrower . In addition Plains MLP will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit F signed by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower and, as applicable, Parent General Partner stating that such financial statements are accurate and complete in all material respects (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 Sections 7.11 through 7.14, inclusive and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by Plains MLP to its unit holders and all registration statements, periodic reports and other statements and schedules filed by Plains MLP with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (d) As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, a business and financial plan for Plains MLP (in form reasonably satisfactory to Administrative Agent), prepared or caused to be prepared by a senior financial officer thereof, setting forth for the first year thereof, quarterly financial projections and budgets for Plains MLP, and thereafter yearly financial projections during the Commitment Period. (e) On or about the twenty-sixth (26th) (but no later than the twenty-eighth (28th)) day of each calendar month (i) a Borrowing Base Report in the form of Exhibit H duly completed by an authorized officer of General Partner and conforming with the requirements of Section 2.13, and (ii) a statement reconciling such report with the Borrowing Base Report delivered on or about the 26th day of the preceding calendar month. (f) As soon as available, and in any event within thirty (30) days after the end of each Fiscal Year, an environmental compliance certificate signed by the president or chief executive officer of General Partner in the form attached hereto as Exhibit I. Further, if requested by Administrative Agent, Restricted Persons shall permit and cooperate with an environmental and safety review made in connection with the operations of Restricted Persons' properties one time during each Fiscal Year, by Pilko & Associates, Inc. or other consultants selected by Administrative Agent which review shall, if requested by Administrative Agent, be arranged and supervised by environmental legal counsel for Administrative Agent, all at Restricted Persons' cost and expense. The consultant shall render a verbal or written report, as specified by Administrative Agent, based upon such review at Restricted Persons' cost and expense and a copy thereof will be provided to Restricted Persons. (g) Concurrently with the annual renewal of Restricted Persons' insurance policies, Restricted Persons shall at their own cost and expense, if requested by Administrative Agent in writing, cause a certificate or report to be issued by Administrative Agent's professional insurance consultants or other insurance consultants satisfactory to Administrative Agent certifying that Restricted Persons' insurance for the next succeeding year after such renewal (or for such longer period for which such insurance is in effect) complies with the provisions of this Agreement and the Security Documents. (h) As soon as available, and in any event within five (5) Business Days after the end of each month, a report on a mark to market basis of all Floating Rate Contracts as of the xxx of such month, and together with such report a complete list of all net realized losses on any Floating Rate Contracts for the prior twelve months in form satisfactory to Administrative Agent.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. Borrower will maintain The Parent Guarantor will, and will cause each of its Subsidiaries to to, maintain a standard system proper books of accounting, will maintain record and account in which full and correct entries in conformity with GAAP consistently applied shall be made of financial transactions and matters involving the assets and business of the Borrower and its Fiscal Year, and Subsidiaries. The Parent Guarantor will furnish the following statements and reports to the Administrative Agent (which shall make such information available to the Lenders in accordance with its customary practices) and at Borrowerthe Parent Guarantor’s expense: (a) As soon as availableWithin five (5) Business Days after the date required to be delivered to the SEC, and in any event within 90 but no later than ninety-five (95) days after the end of each Fiscal Yearfiscal year, complete audited Consolidated consolidated financial statements of the Parent Guarantor together with all notes thereto, which shall be prepared in reasonable detail in accordance with IFRSGAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, together with an unqualified opinion, opinion based on an audit using generally accepted auditing standards, by an independent certified public accounting firm accountant of nationally recognized standing selected by Parent and acceptable to Administrative Agentstanding, stating that such Consolidated consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet as of the end of such Fiscal Year fiscal year and Consolidated consolidated statements of earnings, of cash flows, and of changes in ownersshareholders’ equity for such Fiscal Yearfiscal year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearfiscal year. In addition, Borrower shall provide internally prepared unaudited consolidating On the date of delivery of such financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, the Parent Guarantor will furnish to Administrative Agent a Compliance Certificate signed by a Responsible Officer of the Parent Guarantor and the Borrower, stating that such Consolidated financial statements have been so prepared. These fairly present, in all material respects, the financial statements shall contain condition of the Parent Guarantor, stating that such Person has reviewed the Loan Documents, containing all calculations required to be made to show compliance or non-compliance with the Financial Covenants, containing the information required by Section 6.01(d) and further stating that there is no condition or event at the end of such fiscal year or at the time of such certificate which constitutes a Consolidated Default or specifying the nature and period of existence of any such condition or event. (b) Within five (5) Business Days after the date required to be delivered to the SEC, but no later than fifty (50) days after the end of each of the first three fiscal quarters of the Parent Guarantor, the Parent Guarantor’s consolidated balance sheet and income statement as of the end of such Fiscal Year fiscal quarter and Consolidated statements a consolidated statement of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower Guarantor will, together with each such set of financial statements furnished under Section 6.2(a) or (b), as applicablestatements, furnish a Compliance Certificate signed by a Responsible Officer of the Parent Guarantor and the Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she such Person has reviewed the Loan Documents, containing the calculations showing required to be made to show compliance (or non- compliancenoncompliance with the provisions of the Financial Covenants, containing the information required by Section 6.01(d) and further stating that there is no condition or event at the end of such Fiscal Quarter with the requirements of Section 7.14 and stating that no Default exists at the end of such Fiscal Quarter fiscal quarter or at the time of such certificate which constitutes a Default or specifying the nature and period of existence of any such Defaultcondition or event. (c) Promptly upon their becoming available, the Parent Guarantor shall provide copies of all registration statements, periodic reports and other statements and schedules filed by the Parent Guarantor with any securities exchange, the SEC or any similar Governmental Authority. (d) Each Compliance Certificate shall contain (i) with respect to any financial statements relating to a period during which any Specified Non-Wholly Owned Subsidiary or any Unrestricted Subsidiary is a Consolidated Subsidiary of the Parent Guarantor, a reasonably detailed reconciliation of each of the components reflected in the calculations of compliance with Financial Covenants to the corresponding amounts set forth in such financial statements; (ii) a statement by a Responsible Officer certifying that the Schedules attached to the Security Agreements are accurate and complete in all material respects, and attaching any changes thereto that may be needed to make them accurate and complete in all material respects; and Documents required to be delivered pursuant to Section 6.01(a), (b), or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earlier of (i) the date on which the Parent Guarantor posts such documents, or provides a link thereto on the Parent Guarantor’s website on the Internet at the website address listed on Schedule 11.02 or at xxxx://xxx.xxx.xxx or (ii) the date on which such documents are posted on the Parent Guarantor’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Parent Guarantor shall deliver electronic or paper copies of such documents to the Administrative Agent if requested and (ii) the Parent Guarantor shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Parent Guarantor shall be required to provide electronic copies of the Compliance Certificates required by Sections 6.01(a) and (b) to the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent Guarantor with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower or other Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Debt Domain, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent Guarantor or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” each Loan Party shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to any Loan Party or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and will furnish furnish, or cause the MLP to furnish, the following statements and reports to Administrative Agent at Borrower’s expense: (a) As soon as available, and available but in any event within 90 days in accordance with then applicable Law and not later than the first to occur of (i) the 15th day after annual financial statements are required to be delivered to the SEC and (ii) the 120th day after the end of each the MLP’s Fiscal Year, complete beginning with the Fiscal Year ended December 31, 2011, the MLP’s audited Consolidated financial balance sheet and related statements of Parent operations, partners’ equity and cash flows as of the end of and for such Fiscal Year, together with all the notes thereto, prepared setting forth in reasonable detail each case in accordance with IFRScomparative form the figures for the previous Fiscal Year, together with an unqualified opinionall reported on by Xxxxx Xxxxxxxx, based on an audit using generally accepted auditing standards, by an L.L.P. or other independent certified public accounting firm accountants of nationally recognized national standing selected by Parent (without a “going concern” or like qualification or exception and acceptable without any qualification or exception as to Administrative Agent, stating the scope of such audit) to the effect that such Consolidated financial statements have been so prepared. These present fairly in all material respects the financial condition and results of operations of the MLP and its Consolidated Subsidiaries (including the Borrower) on a Consolidated basis in accordance with GAAP consistently applied; provided that the timely filing with the SEC of the MLP’s annual report on Form 10-K will satisfy the reporting requirements of this Section. (b) For each of the first three Fiscal Quarters of the MLP’s Fiscal Year, as soon as available, but in any event in accordance with then applicable Law and not later than the first to occur of (i) the 15th day after quarterly financial statements shall contain a are required to be delivered to the SEC and (ii) the 60th day after the end of the first three Fiscal Quarters of each Fiscal Year of the MLP, the MLP’s Consolidated balance sheet and related statements of operations, partners’ equity and cash flows as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, each setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Year. In additioncorresponding period or periods of (or, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s in the case of the balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Yearsheet, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such of) the previous Fiscal Year, each setting forth in comparative form all certified by the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as chief financial officer of the end MLP as presenting fairly in all material respects the financial condition and results of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day operations of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail MLP and prepared its Consolidated Subsidiaries on a Consolidated basis in accordance with IFRSGAAP consistently applied, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event ; provided that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In timely filing with the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as SEC of the end MLP’s quarterly reports on Form 10-Q will satisfy the reporting requirements of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarterthis Section. (c) Borrower will, together with each set of financial statements furnished under Section 6.2(asubsections (a) or and (b), as applicable) of this section, furnish (i) a Compliance Certificate certificate in the form of Exhibit D signed by a Responsible Officer the chief financial officer of Borrower and, as applicable, Parent the General Partner stating that such financial statements are accurate and complete (subject to normal year-end adjustments and in the absence case of footnotesfinancial statements delivered pursuant to subsection (b)), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.3, 7.12, and 7.13 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default, and (ii) a quarterly report of production and associated lease operating expenses with respect to the Oil and Gas Properties of Borrower and the other Restricted Persons, which quarterly reports shall also be certified by the chief financial officer of the General Partner stating that such quarterly reports are accurate and complete. (d) By March 31 of each year, beginning March 31, 2012, an Engineering Report prepared as of the preceding December 31 by petroleum engineers who are employees of Borrower or an Affiliate of Borrower and audited by Xxxxxx Xxxxxxxxx & Associates, Inc. or any other independent petroleum engineers chosen by Borrower and reasonably acceptable to Administrative Agent, concerning all Oil and Gas Properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to them proved oil or gas reserves. This report shall be satisfactory to Administrative Agent, shall take into account any “over-produced” status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall project monthly production volumes attributable to such Oil and Gas Properties and interests. (e) By September 30 of each year, commencing September 30, 2012, and promptly following notice of an additional Borrowing Base redetermination under Section 2.9, an Engineering Report prepared as of the preceding June 30 (or the first day of the preceding calendar month in the case of an additional redetermination) by petroleum engineers who are employees of Borrower or an Affiliate of Borrower, together with (i) a reconciliation from the previous Engineering Report and (ii) any accompanying report on property sales, property purchases and changes in categories, both in form and scope as the reports required by clause (d) above. (f) Concurrently with any delivery of financial statements under subsections (a) and (b) of this section, furnish a certificate of the chief financial officer of the General Partner, in form and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of such Fiscal Quarter or Fiscal Year, a true and complete list of all Hedging Contracts of the Borrower and each of its Subsidiaries, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value therefor, any new credit support agreements relating thereto, any margin required or supplied under any credit support document, and the counterparty to each such agreement. (g) Within fifteen (15) days after any material changes in insurance coverage by the Restricted Persons, a report describing such changes, and, within thirty (30) days after the end of each Fiscal Year, a report describing the insurance coverage of the Restricted Persons and certifying compliance with Section 6.8. In addition, the Restricted Persons will, together with each report describing any material changes in insurance coverage by the Restricted Persons, provide a new insurance certificate, naming Administrative Agent as an additional insured or loss payee, as appropriate. (h) Promptly after the same become publicly available, copies of all periodic and other reports, any proxy statements and other materials filed by the MLP or any other Restricted Person with the SEC, or with any national or foreign securities exchange, or distributed by the MLP or any Restricted Person to its Equity holders generally, as the case may be; provided that the timely filing with the SEC of any such materials or the posting of such documents (or providing a link thereto) on the MLP’s or such other Restricted Person’s website on the Internet at the MLP’s or such other Restricted Person’s website address will satisfy the reporting requirements of this section. (i) Contemporaneously with the delivery of financial statements for the first Fiscal Quarter of each Fiscal Year under Section 6.2(b), an annual budget of the Restricted Persons in form and detail reasonably satisfactory to the Administrative Agent.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and proper books of record and account in accordance with GAAP and will furnish the following statements and reports to the Administrative Agent Agent, for distribution to each Lender, at the Borrower’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, complete audited Consolidated financial statements of Parent together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Parent and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion relating to such financial statements, which opinion shall be based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing accountants selected by Borrower the General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared, and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than any qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any anticipated breach of the financial covenants in Section 7.12); provided, however, that at any time when the Borrower shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Annual Report on Form 10-K of the Borrower for such Fiscal Year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (a). These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each of the first three Fiscal Quarter, ParentQuarters of each Fiscal Year the Borrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited the Borrower’s Consolidated statements of earnings income, partners’ capital and cash flows for each such Fiscal Quarter (except in the case of the statement of cash flows) and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-year end adjustments and the absence of footnotes. In addition; provided, however, that at any time when the Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total be subject to the unaudited Consolidated balance sheet and statement reporting requirements of earnings Section 13 or 15(d) of Parent for that same Fiscal Quarter. In the event that Exchange Act, delivery within the Consolidated gross operating revenues time period specified above of copies of the Quarterly Report on Form 10-Q of the Borrower for any such Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRSthe requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (b) for any of the first three Fiscal Quarters of a Fiscal Year. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting set forth in comparative form the corresponding figures for the same period of the preceding Fiscal Quarter. (c) Year. In addition the Borrower will, together with each such set of financial statements under this subsection (b) and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate Certificate, signed on behalf of the Borrower by a Responsible Officer the chief executive officer, chief financial officer, principal accounting officer or treasurer of Borrower andthe General Partner, as applicable, Parent stating setting forth that such financial statements are accurate and complete in all material respects (subject subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments and the absence of footnotes), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the then applicable requirements of Section 7.14 7.12, and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Borrower or any of its Subsidiaries to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Lender), and each prospectus and all amendments thereto filed by the Borrower or any of its Subsidiaries with the Commission and of all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments; provided that the Borrower shall be deemed to have furnished the information specified in this clause (e) above on the date that such information is posted at the Borrower’s website on the Internet or at such other website as notified to the Lenders. (d) Prompt written notice of any change (but in no event later than ten (10) Business Days after such change, unless otherwise agreed by the Administrative Agent) in any Loan Party’s (i) name, (ii) identity or organizational form or jurisdiction of incorporation, or (iii) Federal Taxpayer Identification Number. (e) Promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and Anti-Money Laundering Laws, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at Borrower’s Restricted Person's expense: (a) As soon as available, and in any event within 90 one hundred twenty (120) days after the end of each Fiscal Year, Year (i) complete audited Consolidated financial statements of Parent Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an Arthur Andersen LLP, or other independent certified public accounting firm of nationally recognized standing selected xxxxxxtxxxx xxxected by Parent General Partner and acceptable to Administrative AgentMajority Lenders, stating that such Consolidated financial statements have been so preparedprepared and (ii) supporting unaudited balance sheets and statements of income of each other Restricted Person. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting . Such Consolidated financial statements shall set forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement within ninety (90) days after the end of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same each Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, will furnish a certificate signed by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, such accountants (i) stating that such Consolidated financial statements they have been so prepared. These financial statements shall contain a Consolidated balance sheet as of read this Agreement, (ii) containing calculations showing compliance (or non-compliance) at the end of such Fiscal Year and Consolidated statements with the requirements of earnings, of cash flowsSections 7.11 through 7.14 inclusive, and (iii) further stating that in making their examination and reporting on the Consolidated financial statements described above they obtained no knowledge of changes in owners’ equity for any Default existing at the end of such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearor, if they did so conclude that a Default existed, specifying its nature and period of existence. (b) As soon as available, and in any event within 60 sixty (60) days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated balance sheet as Quarter of the end of such Fiscal Quarter and unaudited Consolidated statements of earnings and cash flows for each such Fiscal Quarter and for the period beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including (i) Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a 's Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, Borrower's earnings and cash flows for such Fiscal Quarter and for the period from the beginning of cash flows, and the then current Fiscal Year to the end of changes in owners’ equity for such Fiscal Quarter, and (ii) supporting balance sheets and statements of income of each setting forth other Restricted Person, all in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) reasonable detail and prepared in accordance with GAAP, subject to changes resulting from normal year-end adjustments. In addition, Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit F signed by a Responsible Officer the chief financial officer, principal accounting officer or treasurer of Borrower and, as applicable, Parent General Partner stating that such financial statements are accurate and complete in all material respects (subject to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 Sections 7.11 through 7.14, inclusive and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) Promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by Genesis Energy, L.P. to its unit holders and all registration statements, periodic reports and other statements and schedules filed by Genesis Energy, L.P. with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. (d) As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, a business and financial plan for Borrower (in form reasonably satisfactory to Administrative Agent), prepared or caused to be prepared by a senior financial officer thereof, setting forth for the first year thereof, quarterly financial projections and budgets for Genesis Energy, L.P., and thereafter yearly financial projections during the Commitment Period. (e) On or about the twenty-sixth (26th) (but no later than the twenty-eighth (28th)) day of each calendar month a Borrowing Base Report in the form of Exhibit G duly completed by an authorized officer of General Partner and conforming with the requirements of Section 2.13, and on or before the last day of each calendar month, a statement reconciling the Borrowing Base Report delivered on or about the 26th day of the preceding calendar month with actual results for the preceding calendar month. (f) As soon as available, and in any event within thirty (30) days after the end of each calendar month, a report setting forth for such month aggregate volumes and margins for all marketing activities of Restricted Persons. (g) As soon as available, and in any event within thirty (30) days after the end of each Fiscal Year, an environmental compliance certificate signed by the president or chief executive officer of General Partner in the form attached hereto as Exhibit H. Further, if requested by Administrative Agent, Restricted Persons shall permit and cooperate with an environmental and safety review made in connection with the operations of Restricted Persons' properties one time during each Fiscal Year, by consultants selected by Administrative Agent which review shall, if requested by Administrative Agent, be arranged and supervised by environmental legal counsel for Administrative Agent, all at Restricted Persons' cost and expense. The consultant shall render a verbal or written report, as specified by Administrative Agent, based upon such review at Restricted Persons' cost and expense and a copy thereof will be provided to Restricted Persons. (h) Concurrently with the annual renewal of Restricted Persons' insurance policies, Restricted Persons shall at their own cost and expense, if requested by Administrative Agent in writing, cause a certificate or report to be issued by Administrative Agent's professional insurance consultants or other insurance consultants satisfactory to Administrative Agent certifying that Restricted Persons' insurance for the next succeeding year after such renewal (or for such longer period for which such insurance is in effect) complies with the provisions of this Agreement and the Security Documents. (i) As soon as available, and in any event within thirty (30) days after the end of each calendar month, a Consolidated statement of Borrower's earnings for such calendar month in form satisfactory to Administrative Agent. (j) As soon as available, and in any event within thirty (30) days after the end of each calendar month, a report on a mark to market basis of all Floating Price Contracts as of xxx close of business on the last day of such month, and together with such report a complete list of all net realized losses on any Floating Price Contracts for the prior twelve months in form reasonably satisfactory to Administrative Agent.

Books, Financial Statements and Reports. Each Credit Party The Company will at all times maintain full and materially accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, records and will furnish the following statements and reports to Administrative Agent Lender at Borrower’s the Company's expense: (a1) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Yearfiscal year, complete audited Consolidated consolidated financial statements of Parent the Company together with all notes Note thereto, prepared in reasonable detail in accordance with IFRSgenerally accepted accounting principles ("GAAP"), together with an unqualified opinionopinion (except for qualification due to preexisting class action matters), based on an audit using generally accepted auditing standards, by an Price Waterhouse Coopers, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent the Company and reasonably acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal YearLender. (b2) As soon as available, and in any event within 60 forty-five (45) days after the end of each Fiscal Quarterfiscal quarter, Parent’s unaudited Consolidated the Company's consolidated and consolidating balance sheet as of the end of such Fiscal Quarter fiscal quarter and unaudited Consolidated consolidated and consolidating statements of the Company's earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year fiscal year to the end of such Fiscal Quarterfiscal quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments adjustments. (3) As soon as available, and in any event within twenty-one (21) days following the absence end of footnotes. In additioneach calendar month, Borrower shall provide internally prepared unaudited the Company's consolidated and consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter month and Consolidated consolidated and consolidating statements of earnings, of the Company's earnings and cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures flow for the preceding Fiscal Quarter. (c) Borrower willperiod from the beginning of the then current fiscal year to the end of such month, together all in reasonable detail and prepared in accordance with each set of financial statements furnished under Section 6.2(a) or (b)GAAP, as applicable, furnish a Compliance Certificate signed by a Responsible Officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject to changes resulting from normal year-end adjustments adjustments. (4) As soon as available, and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance in any event within five (or non- compliance5) at business days following the end of each week, the Company's consolidated and consolidating statement of the Company's cash flow for such Fiscal Quarter with week; provided, however, that this obligation shall cease as soon as the requirements of Section 7.14 Company is profitable for two (2) consecutive quarters. (5) Monthly receivable agings, aged by invoice date, and stating that no Default exists at by due date, within ten (10) days after the end of each month. (6) Monthly accounts payable agings, aged by invoice date, and outstanding or held check registers within ten (10) days after the end of each month. (7) All such Fiscal Quarter or at other reports with respect to the Company (including budgets, sales projections, operating plans and other financial documentation), as the Lender shall from time to time reasonably specify subject to limitations of such certificate or specifying the nature applicable federal and period of existence of any such Defaultstate securities laws.

Books, Financial Statements and Reports. Each Credit Party will at all times maintain full and accurate books of account and records. The Borrower will maintain and will cause its Restricted Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, accounting and proper books of record and account in accordance with GAAP and will furnish the following statements and reports to the Administrative Agent for distribution to each Lender at the Borrower’s expense: (a) As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, (i) complete audited Consolidated financial statements of Parent the Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinionopinion relating to such financial statements, based on an audit using generally accepted auditing standards, by an Xxxxx Xxxxxxxx LLP, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent the General Partner and acceptable to the Administrative Agent, stating that such Consolidated financial statements have been so prepared; provided, however, that at any time when the Borrower shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Annual Report on Form 10-K of the Borrower for such Fiscal Year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (a)(i), and (ii) a consolidating balance sheet and a consolidating statement of operations reflecting the consolidating information for the Borrower, the Unrestricted Persons (reflecting the consolidating information for each Unrestricted Person and its respective subsidiaries on a Consolidated basis) and the Restricted Subsidiaries (individually or with one or more on a combined basis) for such Fiscal Year, setting forth, in each case, in comparative form, figures for the preceding Fiscal Year, such financial statements and information of the Borrower furnished, in each case, pursuant to clause (ii) to be certified by an authorized financial officer of the Borrower as presenting fairly, in all material respects, the information contained therein, on a basis consistent with the Consolidated financial statements, which consolidating statement of operations may be in summary form in detail satisfactory to the Administrative Agent. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Year. (b) As soon as available, and in any event within 60 fifty (50) days after the end of each Fiscal Quarter, ParentQuarter (i) the Borrower’s unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited the Borrower’s Consolidated statements of earnings income, partners’ capital and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end year‑end adjustments and the absence of footnotes. In addition; provided, however, that at any time when the Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total be subject to the unaudited Consolidated balance sheet and statement reporting requirements of earnings Section 13 or 15(d) of Parent for that same Fiscal Quarter. In the event that Exchange Act, delivery within the Consolidated gross operating revenues time period specified above of copies of the Quarterly Report on Form 10-Q of the Borrower for any such Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements the requirements therefor and filed with the Commission shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower will, together with each set of financial statements furnished under Section 6.2(a) or (b), as applicable, furnish a Compliance Certificate signed by a Responsible Officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete (subject be deemed to normal year-end adjustments and the absence of footnotes), stating that he/she has reviewed the Loan Documents, containing calculations showing compliance (or non- compliance) at the end of such Fiscal Quarter with satisfy the requirements of Section 7.14 this clause (b)(i) for any of the first three Fiscal Quarters of a Fiscal Year and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default.(ii)

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower Borrowers will maintain and will cause its their Subsidiaries to maintain a standard system of accounting, will maintain its their Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at Borrower’s Borrowers’ expense: (a) As soon as available, and in any event within 90 one hundred twenty (120) days after the end of each Fiscal Year, complete audited Consolidated and consolidating financial statements of Parent RAAM together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by Ernst & Young or an independent certified public accounting firm of nationally or regionally recognized standing selected by Parent RAAM and reasonably acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain (i) a Consolidated and consolidating balance sheet as of the end of such Fiscal Year and Consolidated and consolidating statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year. In additionYear and (ii) during any period during which GAAP would otherwise require Concorde’s and its Subsidiaries’ accounts to be consolidated with those of RAAM, Borrower shall provide internally consolidating financial statements, prepared unaudited in a manner consistent with RAAM’s historical practices, distinguishing the consolidated accounts of the Restricted Persons from the consolidated accounts of Concorde and its Subsidiaries, provided that the consolidating financial statements including Borrower’s balance sheet and statement referred to in clause (ii) of earnings which agree in total this Section 6.2(a) shall not be required to be audited or covered by the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearauditors referred to above. (b) As soon as available, and in any event within 60 sixty (60) days after the end of each Fiscal Quarter, Parent’s unaudited Consolidated a balance sheet as of the end of such Fiscal Quarter and unaudited Consolidated and consolidating statements of RAAM’s earnings and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesfootnotes and, during any period during which GAAP would otherwise require Concorde’s and its Subsidiaries’ accounts to be consolidated with those of RAAM, a consolidating balance sheet and consolidating financial statements, prepared in a manner consistent with RAAM’s historical practices, distinguishing the consolidated accounts of the Restricted Persons from the consolidated accounts of Concorde and its Subsidiaries. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower RAAM will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate signed by a Responsible Officer certificate in the form of Borrower and, as applicable, Parent Exhibit D stating that such the chief financial statements are accurate and complete (subject to normal year-end adjustments and the absence of footnotes), stating that he/she officer has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section Sections 7.3, 7.4, 7.13, 7.14 and 7.15 and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) By February 1, 2012 and by March 31 of each year thereafter, beginning March 31, 2013, an engineering report prepared by Netherland Xxxxxx & Associates, Inc. and X.X. Xxxx and Associates, Inc. as of the preceding January 1 (or other independent petroleum engineers chosen by Borrowers and acceptable to Administrative Agent) concerning all oil and gas properties and interests owned by any Restricted Person that are located in or offshore of the United States and that have attributable to them Proved Reserves. This report shall be satisfactory to Administrative Agent, shall take into account any “over-produced” status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrowers that distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral. Concurrent with the delivery of each report delivered pursuant to this subsection, Borrowers will furnish a cash flow budget of Borrowers for the twelve month period following the date of such report that will project monthly production volumes, revenues, expenses, taxes and budgeted capital expenditures. (d) By September 30 of each year, beginning September 30, 2012, an engineering report prepared by petroleum engineers who are employees of a Borrower (or, at Borrowers’ option, the independent engineers referred to in subsection (c) of this Section) as of the preceding July 1 concerning all oil and gas properties and interests owned by any Restricted Person that are located in or offshore of the United States and that have attributable to them Proved Reserves. This report shall be satisfactory to Administrative Agent, shall take into account any “over-produced” status under gas balancing arrangements, and shall contain information and analysis comparable in scope to that contained in the Initial Engineering Report. This report shall distinguish (or shall be delivered together with a certificate from an appropriate officer of Borrowers that distinguishes) those properties treated in the report which are Collateral from those properties treated in the report which are not Collateral. If requested by any Lender, concurrent with the delivery of each report delivered pursuant to this subsection, Borrowers will furnish a cash flow budget of Borrowers for the twelve month period following the date of such report that will project monthly production volumes, revenues, expenses, taxes and budgeted capital expenditures. (e) Promptly upon their becoming available, copies of all registration statements, periodic reports and other statements and schedules filed by any Restricted Person with any securities exchange, the SEC or any similar Governmental Authority. (f) As soon as available, and in any event within sixty (60) days after the end of each Fiscal Quarter, a report, certified by an officer of Borrowers, describing by lease or unit the gross volume of production and sales attributable to production during such Fiscal Quarter from the properties described in subsection (c) above and describing the related severance taxes, other taxes, leasehold operating expenses and capital costs attributable thereto and incurred during such Fiscal Quarter. (g) Within fifteen (15) days after any material changes in insurance coverage by the Restricted Persons, report describing such changes, and, within thirty (30) days after the end of each Fiscal Year, a report describing the insurance coverage of the Restricted Persons and certifying compliance with Section 6.8. In addition, the Restricted Persons will, together with each report describing any material changes in insurance coverage by the Restricted Persons, provide a new insurance certificate, naming Administrative Agent as an additional insured or loss payee, as appropriate.

Books, Financial Statements and Reports. Each Credit Party Restricted Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to Administrative Agent each Lender at Borrower’s 's expense: (a) As soon as available, and in any event within 90 ninety-five (95) days after (i) August 31, 2004 and (ii) the end of each Fiscal YearYear thereafter, complete audited Consolidated financial statements of Parent Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRSGAAP, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an Xxxxx Xxxxxxxx, or other independent certified public accounting firm of nationally recognized standing accountants selected by Parent General Partner and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These Such financial statements shall 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity earnings for such Fiscal Year, each setting . Such financial statements shall set forth in comparative form the corresponding figures for the preceding Fiscal YearYear (or comparable period). In addition, at the time of delivery of such statements, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to will furnish a certificate signed by such accountants (A) stating that they have read this Agreement, (B) confirming the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected calculations made by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of showing compliance (or non-compliance) at the end of such Fiscal Year and Consolidated statements with the requirements of earnings, of cash flowsSection 7.14, and (C) further stating that in making their examination and reporting on the Consolidated financial statements described above they obtained no knowledge of changes in owners’ equity for any Default existing at the end of such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Yearor, if they did so conclude that a Default existed, specifying its nature and period of existence. (b) As soon as available, and in any event no later than January 30, 2004 with respect to the Fiscal Quarter ended on November 30, 2003, and within 60 fifty (50) days after the end of each Fiscal QuarterQuarter thereafter, Parent’s unaudited Borrower's Consolidated balance sheet as of the end of such Fiscal Quarter and unaudited Borrower's Consolidated statements of earnings income, partners' capital and cash flows for each such Fiscal Quarter and for the period from the beginning on the first day of the then current Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail and prepared in accordance with IFRSGAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These Such financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting set forth in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Year. In addition Borrower will, together with each such set of financial statements and each set of financial statements furnished under Section 6.2(asubsection (a) or (b), as applicableof this section, furnish a Compliance Certificate certificate in the form of Exhibit F, signed by a Responsible Officer on behalf of Borrower andby the chief financial officer, as applicableprincipal accounting officer or treasurer of General Partner, Parent stating that such financial statements are accurate and complete in all material respects (subject subject, in the case of Fiscal Quarter-end statements, to normal year-end adjustments and the absence of footnotesadjustments), stating that he/she he has reviewed the Loan Documents, containing calculations showing compliance (or non- non-compliance) at the end of such Fiscal Quarter with the requirements of Section 7.14 7.14, and stating that no Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. (c) As soon as practical and in any event within ninety five (95) days after the end of each Fiscal Year, complete Consolidated financial statements of Master Partnership, together with all notes thereto, setting forth in each case, in comparative form, corresponding Consolidated figures from the preceding annual audit, all in reasonable detail supported by Xxxxx Xxxxxxxx LLP, or other independent public accountants of recognized national standing selected by Master Partnership, whose report shall be without limitation as to the scope of the audit; provided however, that at any time when Master Partnership shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Annual Report on Form 10-K of Master Partnership for such Fiscal Year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (c). (d) As soon as practical and in any event within fifty (50) days after the end of each Fiscal Quarter, Master Partnership's Consolidated balance sheet as of the end of such Fiscal Quarter and Master Partnership's Consolidated statements of income, partners' capital and cash flows for such Fiscal Quarter for the period from the beginning of the current Fiscal Year to the 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] end of such Fiscal Quarter, setting forth in each case, in comparative form, figures for the corresponding period in the preceding Fiscal Year, all in reasonable detail and satisfactory in form to Administrative Agent and certified by an authorized financial officer of Master Partnership as presenting fairly, in all material respects, the information contained therein (except for the absence of footnotes and subject to changes resulting from normal year-end adjustments), in accordance with GAAP; provided however, that at any time when Master Partnership shall be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Quarterly Report on Form 10-Q of Master Partnership for such Fiscal Quarter prepared in accordance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause (d). (e) As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, a business and financial plan for Borrower (in form reasonably satisfactory to Administrative Agent), prepared or caused to be prepared by a senior financial officer thereof, setting forth for the first year thereof, quarterly financial projections and budgets for Borrower, and thereafter yearly financial projections during the Commitment Period.

Books, Financial Statements and Reports. Each (a) Borrower, acting through or on behalf of the Credit Party Parties, will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish to each Lender at Borrower’s reasonable expenses all statements and reports required to be delivered to the Prepetition ABL Agent, Prepetition ABL Lenders, Prepetition Term Agent and/or Prepetition Term Lenders under any Cash Collateral Order, all to be consistent with the timing and reporting requirements set forth in such Cash Collateral Orders, including without limitation, following statements and reports to Administrative Agent at Borrower’s expenseeach Lender: (i) On each Thursday following the Closing Date, a rolling 13 week forecast by line item of net cash flow (including cash receipts and cash disbursements), expenditures (accounts payable) and Collateral Base (each a “Thirteen Week Forecast”), which Thirteen Week Forecast shall be subject to the reasonable consent of the Required Lenders (such approval not to be required if the net cash flow, expenditures (accounts payable) and Collateral Base for such Thirteen Week Forecast are unchanged from the comparable projected amounts for period in the initial Budget). (ii) On each Thursday following the Closing Date, a report, for the week ending on the preceding Friday, of actual net cash flow (including cash receipts and cash disbursements), expenditures (accounts payable) and an updated weekly Collateral Base, in each case comparing the Group Members’ actual performance to the Budget and to most recent the Thirteen Week Forecast, in a form reasonably satisfactory to the Required Lenders, and a certification from an Authorized Officer, certifying that the reports fairly present the financial condition and results of operations of the Group Members for such period (each an “Actual Cash Flows and Collateral Base Report”). (iii) On each Business Day, a report, as of the close of the immediately preceding Business Day, stating the Credit Parties’ actual cash balances. (iv) On each Tuesday, a reasonably detailed explanation for any Variance in the Actual Cash Flows and Collateral Base Report from the Budget and the most recent Thirteen Week Forecast which was delivered to the Lenders on the previous Thursday, in a form reasonably satisfactory to the Required Lenders (each, a “Budget Variance Report”). (v) On the first Business Day after the 15th day of each month, for the Group Members, a report (consistent with the report required under the Term Loan Cash Collateral Order) of the preliminary monthly results for the immediately preceding month. (vi) On the 30th day of each month (if a Business Day, otherwise extended to the next Business Day), a report (a) As soon identifying the customers (if any) that have executed Accommodation Agreements (as availabledefined in the ABL Cash Collateral Order), the value in dollars of the financial accommodations received from each customer pursuant to the Accommodation Agreement, and the amount of accounts receivable due from each customer, and (b) providing an update regarding the operations of the Group Members, including, without limitation, material information regarding relationships with carriers, suppliers and vendors after the Petition Date. (vii) On the 30th day after the close of each month (if a Business Day, otherwise extended to the next Business Day), a report identifying the Group Members’ inventory, in the form used by the Group Members prior to the Petition Date showing production and non-production inventory, adjusted for reserves as calculated in the Group Members’ ordinary course; provided, however, that for any event month that is the close of a fiscal quarter such report will be provided by the 60th day after the close of the month. (viii) On the 30th day after the close of each month (if a Business Day, otherwise extended to the next Business Day), a report reflecting the age of the Group Members’ accounts receivable listed by account debtor as of the close of the prior month; provided, however, that for any month that is the close of a fiscal quarter such report will be provided by the 60th day after the close of the month. (ix) On the 30th day after the close of each month (if a Business Day, otherwise extended to the next Business Day), an accounts payable aging report by vendor identifying post-Petition payables accrued at the time of the close of the prior month; provided, however, that for any month that is the close of a fiscal quarter such report will be provided by the 60th day after the close of the month. (x) On the 30th day after the close of each month (if a Business Day, otherwise extended to the next Business Day), internal basis (i.e., not GAAP-compliant) financial statements for the prior month in the format provided by the Debtors pursuant to the Prepetition ABL Credit Agreement prior to the Petition Date; provided, however, that for any month that is the close of a fiscal quarter such financial statements will be provided by the 60th day after the close of the month. (b) Further, Borrower shall furnish to the Administrative Agent (to be made available by the Administrative Agent to each Lender): (i) within 90 days after the end of each Fiscal Yearfiscal year of the Borrower (or such shorter period as the U.S. Securities and Exchange Commission may specify for the filing of annual reports on Form 10-K), complete a copy of the audited Consolidated financial statements of Parent together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an independent certified public accounting firm of nationally recognized standing selected by Parent and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of at the end of such Fiscal Year year and Consolidated the related audited consolidated statements of earnings, income and of cash flows, and of changes in owners’ equity flows for such Fiscal Yearyear, each setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Year. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the corresponding audited Consolidated statements of Parent for the Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 95% but greater than previous year by PricewaterhouseCoopers LLP or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, the unqualified opinion set forth above shall also cover the consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Year. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Year are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Year, complete audited Consolidated financial statements of Borrower together with all notes thereto, prepared in reasonable detail in accordance with IFRS, together with an unqualified opinion, based on an audit using generally accepted auditing standards, by an other independent certified public accounting firm accountants of nationally recognized standing selected by Borrower and acceptable to Administrative Agent, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Year, each setting forth in comparative form the corresponding figures for the preceding Fiscal Year.standing; and (bii) As soon as available, and in any event within 60 45 days after the end of each Fiscal Quarterof the first three quarterly periods of each fiscal year of the Borrower (or such shorter period as the U.S. Securities and Exchange Commission may specify for the filing of quarterly reports on Form 10-Q), Parent’s the unaudited Consolidated consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of at the end of such Fiscal Quarter quarter and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for each such Fiscal Quarter quarter and for the period beginning on the first day portion of the then current Fiscal Year to fiscal year through the end of such Fiscal Quarterquarter, all in reasonable detail and prepared in accordance with IFRS, subject to changes resulting from normal year-end adjustments and the absence of footnotes. In addition, Borrower shall provide internally prepared unaudited consolidating financial statements including Borrower’s balance sheet and statement of earnings which agree in total to the unaudited Consolidated balance sheet and statement of earnings of Parent for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 95% but greater than or equal to 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, Borrower shall also furnish consolidating statements which include Borrower’s balance sheet and statement of earnings for that same Fiscal Quarter. In the event that the Consolidated gross operating revenues of Borrower for any Fiscal Quarter are less than 75% of Consolidated gross operating revenues of Parent for that same Fiscal Quarter, complete unaudited Consolidated financial statements of Borrower, prepared in reasonable detail in accordance with IFRS. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of earnings, of cash flows, and of changes in owners’ equity for such Fiscal Quarter, each setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Quarter. (c) Borrower willprevious year, together with each set of financial statements furnished under Section 6.2(a) or (b), certified by an Authorized Officer as applicable, furnish a Compliance Certificate signed by a Responsible Officer of Borrower and, as applicable, Parent stating that such financial statements are accurate and complete being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotesfootnote disclosure). (c) All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. Information required to be delivered pursuant to Section 5.2(b) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxx.xxx or is available via the XXXXX system of the U.S. Securities and Exchange Commission on the Internet (to the extent such information has been posted or is available as described in such notice). Information required to be delivered pursuant to this Section 5.2 may also be delivered by electronic communication pursuant to procedures approved by the Administrative Agent pursuant to Section 10.2. (d) Borrower shall furnish to the Administrative Agent and each Lender, concurrently with the delivery of the financial statements referred to in Section 5.1(b), (x) a Compliance Certificate executed by an Authorized Officer stating that he/she has reviewed that, to the Loan Documents, containing calculations showing compliance (or non- compliance) at the end best of such Fiscal Quarter with the requirements Authorized Officer’s knowledge, that such Authorized Officer has obtained no knowledge of Section 7.14 and stating that no any Default exists at the end or Event of such Fiscal Quarter or at the time of Default except as specified in such certificate or specifying and (y) to the nature and period of existence extent not previously disclosed to the Administrative Agent, (A) a description of any change in the jurisdiction of organization of any Credit Party, (B) an updated list of Subsidiaries of the Borrower, and (C) a list of any Intellectual Property acquired by any Credit Party (other than intellectual property rights acquired in the ordinary course of business such Defaultas rights in respect of software programs) since the date of the most recent report delivered pursuant to this clause (d) (or, in the case of the first such report so delivered, since the Closing Date).