Common use of Certificates; Other Production and Reserve Information Clause in Contracts

Certificates; Other Production and Reserve Information. The Company shall furnish to the Administrative Agent and each Lender: (a) as soon as available, but not later than 60 days after the close of each of the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Year, a Quarterly Status Report in a form reasonably acceptable to the Lenders, as of the last day of the immediately preceding quarter; (b) concurrently with the delivery of the financial statements referred to in Sections 7.1(a) and (b), and the reports referred to in Section 7.2(a), a Compliance Certificate executed by a Responsible Officer; (c) on or before (i) April 1 of each year during the term of this Agreement, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc., Netherland Xxxxxx & Associates, Inc., or other independent petroleum engineer acceptable to the Administrative Agent (the “Independent Engineer”) and (ii) October 1 of each year during the term of this Agreement, a Reserve Report effective as of July 1 of such year prepared by the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respects, in each case in form reasonably acceptable to the Administrative Agent; (d) promptly upon the request of the Administrative Agent, at the request of any Lender, copies of all geological, engineering and related data contained in the Company’s files or readily accessible to the Company relating to its and the Guarantors’ Oil and Gas Properties as may reasonably be requested; (e) [Intentionally omitted]; (f) promptly upon its completion in each fiscal year of the Company commencing with the 2007 fiscal year through and including the 2010 fiscal year, and not later than the date of delivery of the annual financial statements for the prior fiscal year, a copy of the annual budget of the Company and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material; (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007; and (h) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company shall furnish to the Administrative Agent and Agent, who will make available to each Lender: (a) as soon as available, but not later than 60 days after the close of each of the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearquarter, a Quarterly Status Report in a form reasonably acceptable to the LendersAdministrative Agent, as of the last day of the immediately preceding quarter; (b) concurrently with the delivery of the financial statements referred to in Sections 7.1(a) and (b), and the reports referred to in Section 7.2(a), a Compliance Certificate executed by a Responsible Officer; (c) on or before (i) April 1 1, effective as of January 1, of each year during the term of this Agreement, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxxRxxxx Xxxxx Co. L.P., Xxxxxxx X. Xxxx Netherland Sxxxxx & Associates, Inc., Netherland Xxxxxx & Associates, Inc., DxXxxxxx and MxxXxxxxxxx or other independent petroleum engineer acceptable to the Administrative Agent (the “Independent Engineer”) and (ii) October 1 1, effective as of July 1, of each year during the term of this Agreement, a Reserve Report effective as of July 1 of such year prepared by the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respects, in each case in form and substance reasonably acceptable to the Administrative Agent; (d) promptly upon the request of the Administrative Agent, at the request of any Lender, such copies of all geological, engineering and related data contained in the Company’s files or readily accessible to the Company relating to its and the Guarantorsits Subsidiaries’ Oil and Gas Properties as may reasonably be requested; (e) [Intentionally omitted]on request by the Administrative Agent, based upon the Administrative Agent’s or the Required Lenders’ good faith belief that the Company’s or its Subsidiaries’ title to the Mortgaged Properties or the Administrative Agent’s Lien thereon is subject to claims of third parties, or if required by regulations to which the Administrative Agent or any of the Lenders is subject, title and mortgage Lien evidence satisfactory to the Administrative Agent covering such Mortgaged Property as may be designated by the Administrative Agent, covering the Company’s or its Subsidiaries’ title thereto and evidencing that the Obligations are secured by Liens and security interests as provided in this Agreement and the Security Documents; (f) promptly upon its completion in each fiscal year of the Company commencing with the 2007 2006 fiscal year through and including the 2010 2011 fiscal year, and not later than the date January 30 of delivery of the annual financial statements for the prior each such fiscal year, a copy of the annual budget of the Company and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX EBITDA and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material; (g) simultaneously with transmission thereof, such notices, certificates, documents and information (other than interest rate elections relating to the selection of the LIBO Rate (as defined in the First Lien Credit Agreement) and routine correspondence and other communications) as any Loan Party may furnish the Indenture Trustee or any holders of Senior Notes, the First Lien Credit Agent or any First Lien Credit Lender; (h) no later than ten Business Days prior to the effectiveness thereof, copies of all Derivative Contracts then substantially final drafts of any proposed amendment, supplement, waiver or other modification in effect not later than January 1 and July 1 respect of each year beginning July 2any First Lien Credit Document or Senior Note Debt Document, 2007or any agreements, instruments or other documents in respect of the termination, replacement or refinancing thereof; and (hi) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company shall furnish to the Administrative Agent and each Lender: (a) as soon as available, but not later than 60 days after the close of each of the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Year, a Quarterly Status Report in a form reasonably acceptable to the Lenders, as of the last day of the immediately preceding quarter; (b) concurrently with the delivery of the financial statements referred to in Sections 7.1(a) and (b), and the reports referred to in Section 7.2(a), a Compliance Certificate executed by a Responsible Officer; (c) on or before (i) April 1 of each year during the term of this Agreement, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc., Netherland Xxxxxx & Associates, Inc., or other independent petroleum engineer acceptable to the Administrative Agent (the “"Independent Engineer”") and (ii) October 1 of each year during the term of this Agreement, a Reserve Report effective as of July 1 of such year prepared by the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respects, in each case in form reasonably acceptable to the Administrative Agent; (d) promptly upon the request of the Administrative Agent, at the request of any Lender, copies of all geological, engineering and related data contained in the Company’s 's files or readily accessible to the Company relating to its and the Guarantors’ ' Oil and Gas Properties as may reasonably be requested; (e) [Intentionally omitted]; (f) promptly upon its completion in each fiscal year of the Company commencing with the 2007 fiscal year through and including the 2010 fiscal year, and not later than the date of delivery of the annual financial statements for the prior fiscal year, a copy of the annual budget of the Company and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material; (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007; and (h) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company Borrower shall furnish to the Administrative Agent and Agent, with sufficient copies for each LenderBank: (a) commencing as of November 30, 2002, and thereafter, as soon as available, available but not in any event no later than 60 thirty (30) days after following each month during the close term of each of the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearthis Agreement, a Quarterly Monthly Status Report in a form reasonably acceptable to the LendersBanks, as of the last day of the immediately preceding quartercalendar month then ended; (b) concurrently with the delivery of the financial statements and reports of Borrower referred to in Sections 7.1(aSubsections 7.01 (a) and (b), and the reports referred to in Section 7.2(a), ) a Compliance Certificate executed by a Responsible Officer; (c) on or before (i) April 1 of each year during the term of this Agreement, a Reserve Report effective as of January 1 of such year Reports prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc., Netherland Xxxxxx & Associates, Inc., or other an independent petroleum engineer reasonably acceptable to the Administrative Agent (and the “Independent Engineer”) Banks covering the Oil and (ii) October 1 of each year during the term of this AgreementGas Properties, a Reserve Report to be delivered every September 1st, effective as of July 1 1st of such year prepared by the Company in substantially the same form year, and every March 1st effective as the of January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respects1st of such year, in each case in form reasonably acceptable to the Administrative Agentcommencing March 1, 2003; (d) promptly upon the request of the Administrative Agent, at the request of any Lender, such copies of all geological, engineering and related data contained in the Company’s Borrower's or its Subsidiaries files or otherwise readily accessible to the Company Borrower relating to its and the Guarantors’ Oil and Gas Mortgaged Properties as may reasonably be requested; (e) [Intentionally omitted]; (f) promptly upon its completion in on or before 180 days following Closing, each fiscal year Credit Party shall provide to Administrative Agent evidence of the Company commencing with Credit Party's good and Marketable Title to at least 80% of the 2007 fiscal year through net present value of such Credit Party's Mortgaged Properties subject to no other liens, other than Permitted Liens, as evidenced by opinion of title or other title or information reasonably satisfactory to Administrative Agent and including the 2010 fiscal yearBanks, thereafter, on request by Administrative Agent, or if required by regulations to which Administrative Agent or any of the Banks is subject, the Credit Parties shall provide such title opinions from legal counsel reasonably acceptable to Administrative Agent, in form and substance reasonably acceptable to Administrative Agent, as may be necessary to cover at least 80% by value of the Mortgaged Property as may be designated by Administrative Agent, and not later than the date of delivery of the annual financial statements for the prior fiscal year, a copy of the annual budget of the Company and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material; (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007Administrative Agent; and (hf) promptly, such additional information regarding the business, financial or corporate business affairs of the Company or any Subsidiary Borrower as the Administrative Agent, at the request of any LenderBank, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company Borrower shall furnish to the Administrative Agent and each LenderAgent: (a) as soon as available, but not later than 60 days after the close of each of the first three Fiscal Quarters dates provided in any fiscal year and not later than 90 days after the close of each Fiscal YearAppendix I, Status Reports executed by a Quarterly Status Report Responsible Officer in a form reasonably acceptable to the LendersAdministrative Agent, as of the last day of the immediately preceding quarterreported periods; (b) concurrently with the delivery of each of the financial statements and reports referred to in Sections 7.1(a7.01(a) and (b), and the reports referred to in Section 7.2(a), a Compliance Certificate executed by a Responsible Officer; (c) commencing as of the date set forth in Appendix I, and annually thereafter, as soon as available but in any event no later the date set forth on or before (i) April 1 Appendix I of each year during the term of this Agreement, a Reserve Report effective prepared by an independent petroleum engineer selected by Borrower and reasonably acceptable to Administrative Agent covering the Oil and Gas Properties as of January 1 of such year prepared by XxXxxxxx year, and XxxXxxxxxxxcommencing as of the date set forth in Appendix I, Xxxxxxx X. Xxxx & Associatesand annually thereafter, Inc., Netherland Xxxxxx & Associates, Inc., or other independent petroleum engineer acceptable to as soon as available but in any event no later than the Administrative Agent (the “Independent Engineer”) and (ii) October 1 date set forth on Appendix I of each year during the term of this Agreement, a Reserve Report effective prepared by Borrower’s in-house staff, in a format consistent with the independent consultant’s report, covering the Oil and Gas Properties as of July 1 of such year year, and, as soon as available but in no event later than 60 days prior to any Special Borrowing Base Determination, a Reserve Report prepared by the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respectsBorrower’s in-house staff, in each case in form reasonably acceptable to a format consistent with the Administrative Agentindependent consultant’s report, covering the Oil and Gas Properties as of the date of such Special Borrowing Base Determination; (d) promptly upon the reasonable request of the Administrative Agent, at the request of any Lendersubject to limitations on confidentiality, access to copies of all geological, engineering and related data contained in the Company’s Loan Parties’ files or readily accessible to the Company Loan Parties relating to its and the Guarantors’ Oil and Gas Properties as may reasonably be requested;; and (e) [Intentionally omitted]; (f) promptly upon its completion in each fiscal year the request of the Company commencing with the 2007 fiscal year through and including the 2010 fiscal year, and not later than the date of delivery of the annual financial statements for the prior fiscal year, a copy of the annual budget of the Company and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material; (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007; and (h) promptlyAdministrative Agent, such additional information regarding the business, business or financial or corporate affairs of the Company or any Subsidiary Loan Parties as the Administrative Agent, at the request of any Lender, Lenders may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company shall furnish to the Administrative Agent and Agent, with sufficient copies for each Lender: (a) as As soon as available, but not later than 60 45 days after the close of each fiscal quarter of Parent (including the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearfourth quarter), a Quarterly Status Report in a form reasonably acceptable to the Lenders, as covering each of the last day of the immediately preceding three months during such fiscal quarter; (b) concurrently Concurrently with any delivery of financial statements under Sections 7.01(a) and 7.01(b), a certificate of a Responsible Officer, in form and substance reasonably 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 Derivative Contracts of each Loan Party, 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 not listed on Schedule 8.05, any margin required or supplied under any credit support document, and the counterparty to each such agreement; (c) Concurrently with the delivery of the financial statements referred to in Sections 7.1(a7.01(a) and (b7.01(b), a Pricing Grid Certificate executed by a Responsible Officer of Parent; (d) Concurrently with the delivery of the statements and the reports referred to in Section 7.2(aSections 7.01(a) and 7.01(b), a Compliance Certificate executed by a Responsible OfficerOfficer of Parent; (ce) on or before (i) April 1 Annually commencing March 1, 2011, dated as of each year during the term January 1st of this Agreementsuch year, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc., Netherland Xxxxxx & Associates, Inc., the Independent Engineer or other independent petroleum engineer reasonably acceptable to the Administrative Agent (and the “Independent Engineer”) Company, and (ii) October 1 of each year during the term of this Agreementannually, commencing September 1, 2010, a Reserve Report effective as of July 1 of such year prepared by personnel of the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer of the Company as true and correct in all material respects, in each case . Each Reserve Report shall be in form and substance reasonably acceptable satisfactory to the Lenders. With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, (ii) the Loan Parties own (and in the case of Oil and Gas Properties owned by BEP I, BEP I owns) good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report, and such Properties are free of all Liens except for Liens permitted by Section 8.01, (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 in excess of the volume specified in Section 6.12 with respect to their Oil and Gas Properties evaluated in such Reserve Report that would require any Loan Party to deliver (or, in the case of Oil and Gas Properties owned by BEP I, would require BEP I to deliver) Oil and Gas either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their proved Oil and Gas Properties have 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 its proved Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the most recently delivered Reserve Report and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the present value that such Mortgaged Properties represent; (df) promptly [Intentionally Omitted]; (g) Promptly after the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement and not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 7.02; (h) [Intentionally Omitted]; (i) Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 7.02(e), or after an Event of Default, upon request, a list of all Persons purchasing Oil and Gas from any of the Loan Parties or BEP I; (j) Prompt written notice, and in any event within three (3) Business Days, of the occurrence of any Casualty Event; (k) Prompt written notice (and in any event within thirty (30) days prior thereto) of any change (i) in any Loan Party’s organizational name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of any Loan Party’s chief executive office or principal place of business, (iii) in any Loan Party’s identity or organizational structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in any Loan Party’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in any Loan Party’s federal taxpayer identification number, if any; (l) Promptly upon the request of the Administrative Agent, at the request of any Lender, such copies of all geological, engineering and related data contained in the Company’s any of Loan Parties’ files or readily accessible to the Company Loan Party relating to its and the Guarantors’ Oil and Gas Properties as may reasonably be requested; (em) [Intentionally omitted]On request by the Administrative Agent, based upon the Administrative Agent’s or Lenders’ good faith belief that any Loan Party’s title to the Mortgaged Properties (or BEP I’s title to Oil and Gas Properties owned by it) or the Administrative Agent’s lien on the Loan Parties’ properties is subject to claims of third parties, or if required by regulations to which the Administrative Agent or any of the Lenders is subject, title and mortgage lien evidence reasonably satisfactory to the Administrative Agent covering such Mortgaged Property as may be designated by the Administrative Agent, covering such Loan Party’s title thereto (or BEP I’s title to Oil and Gas Properties owned by it) and evidencing that the Obligations are secured by liens and security interests as provided in this Agreement and the Security Documents; (fn) promptly upon its completion in each fiscal year of the Company commencing with the 2007 fiscal year through and including the 2010 fiscal yearAs soon as available, and not later than in any event within 90 days after the date end of delivery of the annual financial statements for the prior each fiscal year, a copy of business and financial plan for Parent (in form reasonably satisfactory to the annual budget of Administrative Agent), prepared by a Responsible Officer, setting forth for the Company and its Subsidiaries on a consolidated basis for such current fiscal year, projecting total Oil quarterly financial projections and Gas revenuebudgets for Parent, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX for three fiscal years thereafter yearly financial projections and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material; (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007budgets; and (ho) promptlyPromptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary Loan Parties as the Administrative Agent, at the reasonable request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Sections 7.01 and 7.02 (other than Section 7.02(d)) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company's website on the Internet or (ii) on which such documents are posted on the Company'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, however, that (x) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Company 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 Company shall notify the Administrative Agent and each Lender (by telecopier 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. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the compliance certificates required by Section 7.02(d) to the Administrative Agent.

Certificates; Other Production and Reserve Information. The Company shall furnish to the Administrative Agent and Agent, with sufficient copies for each Lender: (a) as As soon as available, but not later than 60 45 days after the close of each fiscal quarter of Parent (including the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearfourth quarter), a Quarterly Status Report in a form reasonably acceptable to the Lenders, as covering each of the last day of the immediately preceding three months during such fiscal quarter; (b) concurrently Concurrently with any delivery of financial statements under Sections 7.01(a) and 7.01(b), a certificate of a Responsible Officer, 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 Derivative Contracts of each Loan Party, 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 not listed on Schedule 8.05, any margin required or supplied under any credit support document, and the counterparty to each such agreement; (c) Concurrently with the delivery of the financial statements referred to in Sections 7.1(a7.01(a) and (b7.01(b), a Pricing Grid Certificate executed by a Responsible Officer of Parent; (d) Concurrently with the delivery of the statements and the reports referred to in Section 7.2(aSections 7.01(a) and 7.01(b), a Compliance Certificate executed by a Responsible OfficerOfficer of Parent; (ce) on or before (i) April 1 Annually commencing March 1, 2008, dated as of each year during the term January 1st of this Agreementsuch year, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc., Netherland Xxxxxx & Associates, Inc., the Independent Engineer or other independent petroleum engineer reasonably acceptable to the Administrative Agent (and the “Independent Engineer”) Company, and (ii) October 1 annually, commencing August 15, 2008, dated as of each year during the term July 1st of this Agreementsuch year, a Reserve Report effective as of July 1 of such year prepared by personnel of the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer of the Company as true and correct in all material respects, in each case . Each Reserve Report shall be in form and substance reasonably acceptable satisfactory to the Lenders. With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Loan Parties own (and in the case of Oil and Gas Properties owned by BEP I, BEP I owns) good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report, and such Properties are free of all Liens except for Liens permitted by Section 8.01, (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 in excess of the volume specified in Section 6.12 with respect to their Oil and Gas Properties evaluated in such Reserve Report that would require any Loan Party to deliver (or, in the case of Oil and Gas Properties owned by BEP I, would require BEP I to deliver) Oil and Gas either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their proved Oil and Gas Properties have 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 its proved Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the most recently delivered Reserve Report and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the present value that such Mortgaged Properties represent; (df) promptly [Intentionally Omitted]; (g) Promptly after the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement and not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 7.02; (h) Promptly after available, copies of each annual report, proxy or other report or communication sent to the equity owners of Parent, and copies of all annual , regular, periodic and special reports and registration statements which Parent may file or be required to file with the SEC and not otherwise required to be deliver to the Administrative Agent pursuant hereto; (i) Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 7.02(e), or after an Event of Default, upon request, a list of all Persons purchasing Oil and Gas from any of the Loan Parties or BEP I; (j) Prompt written notice, and in any event within three (3) Business Days, of the occurrence of any Casualty Event; (k) Prompt written notice (and in any event within thirty (30) days prior thereto) of any change (i) in any Loan Party’s organizational name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of any Loan Party’s chief executive office or principal place of business, (iii) in any Loan Party’s identity or organizational structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in any Loan Party’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in any Loan Party’s federal taxpayer identification number, if any; (l) Promptly upon the request of the Administrative Agent, at the request of any Lender, such copies of all geological, engineering and related data contained in the Company’s any of Loan Parties’ files or readily accessible to the Company Loan Party relating to its and the Guarantors’ Oil and Gas Properties as may reasonably be requested; (em) [Intentionally omitted]On request by the Administrative Agent, based upon the Administrative Agent’s or Lenders’ good faith belief that any Loan Party’s title to the Mortgaged Properties (or BEP I’s title to Oil and Gas Properties owned by it) or the Administrative Agent’s lien on the Loan Parties’ properties is subject to claims of third parties, or if required by regulations to which the Administrative Agent or any of the Lenders is subject, title and mortgage lien evidence satisfactory to the Administrative Agent covering such Mortgaged Property as may be designated by the Administrative Agent, covering such Loan Party’s title thereto (or BEP I’s title to Oil and Gas Properties owned by it) and evidencing that the Obligations are secured by liens and security interests as provided in this Agreement and the Security Documents; (fn) promptly upon its completion in each fiscal year of the Company commencing with the 2007 fiscal year through and including the 2010 fiscal yearAs soon as available, and not later than in any event within 90 days after the date end of delivery of the annual financial statements for the prior each fiscal year, a copy of business and financial plan for Parent (in form reasonably satisfactory to the annual budget of Administrative Agent), prepared by a Responsible Officer, setting forth for the Company fiscal year most recently ended, quarterly financial projections and its Subsidiaries on a consolidated basis budgets for such Parent, and for four fiscal year, projecting total Oil years thereafter yearly financial projections and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material; (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007budgets; and (ho) promptlyPromptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary Loan Parties as the Administrative Agent, at the reasonable request of any Lender, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company Borrower shall furnish to the Administrative Agent and Agent, with sufficient copies for each LenderBank: (a) commencing for the first full calendar month following the Closing Date and thereafter, as soon as available, available but not in any event no later than 60 sixty (60) days after following the close last day of each month during the term of the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearthis Agreement, a Quarterly Monthly Status Report in a form reasonably acceptable to the LendersAdministrative Agent, as of the last day of the immediately preceding quartersuch calendar month then ended; (b) concurrently with the delivery of the financial statements and reports of Borrower referred to in Sections 7.1(aSubsections 7.01(a) and (b), and the reports referred to in Section 7.2(a), ): (i) a Compliance Certificate executed by a Responsible Officer;; and (ii) a certificate executed by a Responsible Officer, 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 Derivative Contracts of Borrower and each of its Subsidiaries, listing the type, term, effective date, termination date and notional amounts or volumes, the net marked-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 6.22, any margin required or supplied under any credit support document, and the counterparty to each such agreement. (c) on or before (i) commencing April 1, 2012, and annually thereafter, as soon as available but in any event no later than April 1 of each year during the term of this Agreement, a Reserve Report effective prepared by an independent petroleum engineer selected by Borrower and reasonably acceptable to the Administrative Agent covering the Borrowing Base Properties as of January 1 of such year prepared by XxXxxxxx year, and XxxXxxxxxxxcommencing October 1, Xxxxxxx X. Xxxx & Associates2012 and annually thereafter, Inc., Netherland Xxxxxx & Associates, Inc., or other independent petroleum engineer acceptable to the Administrative Agent (the “Independent Engineer”) and (ii) as soon as available but in any event no later than each October 1 of each year during the term of this Agreement, a Reserve Report effective prepared by Borrower’s in-house staff covering the Borrowing Base Properties as of July 1 of such year prepared by year; with the Company in substantially delivery of each Reserve Report, the same form as Borrower shall provide to the January 1 Reserve Report Administrative Agent and certified by the Banks, a certificate from a Responsible Officer as true certifying that, to the best of his knowledge and correct in all material respects: (i) the historical information delivered in connection therewith to the preparers of such report is true and correct, (ii) the Borrower and its Subsidiaries own good and defensible title to the Oil and Gas Properties evaluated in each case such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 8.01, and such Properties comply with all Environmental Laws except for Environmental Matters permitted by Section 6.15, (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 form such Reserve Report which would require the Borrower or its Subsidiaries 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 its Oil and Gas Properties have been sold since the date of the last Reserve Report except as set forth on an Exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably acceptable to required by the Administrative Agent, (v) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in working interest or net revenue interest in its Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of Persons disbursing at least 95% of the aggregate amount of proceeds to the Borrower from its Oil and Gas Properties and (vii) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property; (d) promptly upon the reasonable request of the Administrative Agent, at the request of any Lender, access to copies of all geological, engineering and related data contained in the CompanyBorrower’s files or readily accessible to the Company Borrower relating to its and the Guarantors’ Oil and Gas Borrowing Base Properties as may reasonably be requested; (e) [Intentionally omitted]on reasonable request by Administrative Agent, or if required by regulations to which Administrative Agent or any of the Banks is subject, title opinions from legal counsel reasonably acceptable to Administrative Agent, in form and substance reasonably acceptable to Administrative Agent, covering 80% of the value of the Borrowing Base Properties as may be designated by Administrative Agent, and Administrative Agent’s security interests under the Security Documents in question; (f) promptly upon its completion in each fiscal year after any acquisition of the Company commencing with the 2007 fiscal year through and including the 2010 fiscal year, and not later than the date of delivery of the annual financial statements for the prior fiscal year, a copy of the annual budget of the Company and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenueProperties with a proved developed producing value in excess of $2,000,000 during any Borrowing Base Period, total revenue, total operating costs title evidence and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX Mortgage Liens satisfactory to Administrative Agent and total capital expenditures, by fiscal quarter; it being understood that a Mortgage covering such projections are not to be viewed as facts, that actual results may vary Oil and that such variances may be materialGas Properties; (g) in the event that the Borrower or any of its Subsidiaries shall enter into any Derivative Contracts, promptly, and in any event no later than fifteen (15) days following the last day of each month, a report, in reasonable detail, setting forth the type, term, effective date, termination date and notional amounts or volumes hedged, the pricing, the counterparties to such Derivative Contracts, any new credit support agreements related thereto not listed on Schedule 6.22, any margin required or supplied under any credit support document, and the counterparty to each such agreement; (h) promptly after the furnishing thereof, copies of all Derivative Contracts then in effect not later than January 1 and July 1 any statement, report or certificate furnished to the Second Lien Agent or any Second Lien Lender under the Second Lien Credit Agreement by the Borrower or any Subsidiary thereof pursuant to Section 7.01, Section 7.02 or any other clause of each year beginning July 2, 2007this Agreement; and (hi) promptly, such additional information regarding the business, financial or corporate business affairs of the Company or any Subsidiary Borrower as the Administrative Agent, at the request of any LenderBank, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company shall furnish to the Administrative Agent and Agent, with sufficient copies for each Lender: (a) as As soon as available, but not later than 60 45 days after the close of each fiscal quarter of Parent (including the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearfourth quarter), a Quarterly Status Report in a form reasonably acceptable to the Lenders, as covering each of the last day of the immediately preceding three months during such fiscal quarter; (b) concurrently Concurrently with any delivery of financial statements under Sections 7.01(a) and 7.01(b), a certificate of a Responsible Officer, in form and substance reasonably 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 Derivative Contracts of each Loan Party, 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 not listed on Schedule 8.05, any margin required or supplied under any credit support document, and the counterparty to each such agreement; (c) Concurrently with the delivery of the financial statements referred to in Sections 7.1(a7.01(a) and (b7.01(b), a Pricing Grid Certificate executed by a Responsible Officer of Parent; (d) Concurrently with the delivery of the statements and the reports referred to in Section 7.2(aSections 7.01(a) and 7.01(b), a Compliance Certificate executed by a Responsible Officer; Officer of Parent; (ce) on or before (i) April 1 Annually commencing March 1, 2015, dated as of each year during the term January 1st of this Agreementsuch year, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc., Netherland Xxxxxx & Associates, Inc., the Independent Engineer or other independent petroleum engineer reasonably acceptable to the Administrative Agent (and the “Independent Engineer”) Company, and (ii) October 1 of each year during the term of this Agreementannually, commencing September 1, 2015, a Reserve Report effective as of July 1 of such year prepared by personnel of the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer of the Company as true and correct in all material respects, in each case . Each Reserve Report shall be in form and substance reasonably acceptable satisfactory to the Lenders. With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent; Agent and the Lenders a certificate from a Responsible Officer certifying that in all material respects: (di) promptly upon the request information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, (ii) the Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report, and such Properties are free of all Liens except for Permitted Liens, (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 in excess of the volume specified in Section 6.12 with respect to their Oil and Gas Properties evaluated in such Reserve Report that would require any Loan Party to deliver Oil and Gas either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their proved Oil and Gas Properties have 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 its proved Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, at (v) attached to the request of any Lender, copies certificate is a list of all geological, engineering and related data contained in the Company’s files or readily accessible marketing agreements entered into subsequent to the Company relating to its most recently delivered Reserve Report and (vi) attached thereto is a schedule of the Guarantors’ Oil and Gas Properties as may reasonably be requested; (e) [Intentionally omitted]; (f) promptly upon its completion in each fiscal year evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the Company commencing with the 2007 fiscal year through and including the 2010 fiscal year, and not later than the date of delivery of the annual financial statements for the prior fiscal year, a copy of the annual budget of the Company and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX and total capital expenditures, by fiscal quarter; it being understood present value that such projections are not to be viewed as facts, that actual results may vary and that such variances may be materialMortgaged Properties represent; (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007; and (h) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company shall furnish to the Administrative Agent and each Lender: (a) as soon as available, but not later than 60 days after the close of each of the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearquarter, a Quarterly Status Report in a form reasonably acceptable to the Lenders, as of the last day of the immediately preceding quarter; (b) concurrently with the delivery of the financial statements referred to in Sections 7.1(a) and (b7.1(b), and the reports referred to in Section 7.2(a), a Compliance Certificate executed by a Responsible Officer; (c) on or before (i) April 1 1, effective as of January 1, of each year during the term of this Agreement, beginning with April 1, 2012, a Reserve Report effective as of January 1 of such year prepared or audited by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc.Xxxxx Xxxxx Co. L.P., Netherland Xxxxxx & Associates, Inc., XxXxxxxx and XxxXxxxxxxx or other independent petroleum engineer acceptable to the Administrative Agent (the “Independent Engineer”) and (ii) October 1 1, effective as of July 1, of each year during the term of this AgreementAgreement beginning October 1, 2011, a Reserve Report effective as of July 1 of such year prepared by the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respectsbeing based on assumptions believed to be reasonable as of the date thereof, in each case in form and substance reasonably acceptable to the Administrative Agent; (d) promptly upon the request of the Administrative Agent, at the request of any Lender, such copies of all geological, engineering and related data contained in the Company’s files or readily accessible to the Company relating to its and the Guarantorsits Subsidiaries’ Oil and Gas Properties as may reasonably be requested; (e) [Intentionally omitted]on request by the Administrative Agent, based upon the Administrative Agent’s or the Required Lenders’ good faith belief that the Company’s or its Restricted Subsidiaries’ title to the Mortgaged Properties or the Administrative Agent’s Lien thereon is subject to claims of third parties, or if required by regulations to which the Administrative Agent or any of the Lenders is subject, title and mortgage Lien evidence reasonably satisfactory to the Administrative Agent covering such Mortgaged Property as may be designated by the Administrative Agent, covering the Company’s or its Restricted Subsidiaries’ title thereto and evidencing that the Obligations are secured by Liens and security interests as provided in this Agreement and the Security Documents; (f) promptly upon its completion in each fiscal year of the Company commencing with the 2007 2011 fiscal year through and including the 2010 2016 fiscal year, and not later than the date January 30 of delivery of the annual financial statements for the prior each such fiscal year, a copy of the annual budget of the Company and its Restricted Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX EBITDA and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material;and (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007; and (h) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Restricted Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company Issuers shall furnish to the Administrative Agent and each LenderLead Holder: (ai) as As soon as available, but not later than 60 forty-five (45) days after the close of each fiscal quarter of the first three Fiscal Quarters in any fiscal year and not later than 90 days after Partnership (including the close of each Fiscal Yearfourth quarter), a Quarterly Status Report in covering each of the three months during such fiscal quarter; (ii) Concurrently with any delivery of financial statements under Sections 5(a)(i) and 5(a)(ii), a form reasonably acceptable to certificate of a Proper Officer of the LendersPartnership, setting forth as of the last day Business Day of such fiscal quarter or fiscal year, a true and complete list of all Hedging Contracts of each Issuer, Guarantor and Restricted Subsidiary, the immediately preceding quartermaterial terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 1(u), any margin required or supplied under any credit support document, and the counterparty to each such agreement; (biii) concurrently with the delivery of the financial statements referred to in Sections 7.1(a) and (b), and the reports referred to in Section 7.2(a), a Compliance Certificate executed by a Responsible Officer[Reserved]; (civ) on or before (iA) April 1 Annually commencing March 1, 2015, dated as of each year during the term January 1st of this Agreementsuch year, a Reserve Report effective as of January 1 of such year prepared provided by XxXxxxxx the Reserve Engineer, and XxxXxxxxxxxannually, Xxxxxxx X. Xxxx & Associatescommencing September 1, Inc.2015, Netherland Xxxxxx & Associates, Inc., or other independent petroleum engineer acceptable to the Administrative Agent (the “Independent Engineer”) and (ii) October 1 of each year during the term of this Agreement, a Reserve Report effective dated as of July 1 of such year year, a Reserve Report prepared by personnel of the Company in substantially the same form as the January 1 Reserve Report Partnership and certified by a Responsible Proper Officer of the Partnership as to the knowledge of such Property Officer, true and correct in all material respects. With the delivery of each Reserve Report, the Issuers shall provide to the Lead Holder certificate from a Proper Officer of each Issuer certifying that in all material respects: (1) to the knowledge of such Proper Officers, the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, in each case in form reasonably acceptable (2) the Breitburn Parties own good and defensible title to the Administrative AgentOil and Gas Properties evaluated in such Reserve Report, and such Properties are free of all Liens except for Permitted Liens, (3) 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 in excess of the volume specified in Section 1(l) with respect to their Oil and Gas Properties evaluated in such Reserve Report that would require any Breitburn Party to deliver Oil and Gas either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (4) none of their proved Oil and Gas Properties have been sold since the date of the delivery of the previous Reserve Report except as set forth on an exhibit to the certificate, which certificate shall list all of its proved Oil and Gas Properties sold and in such detail as reasonably required by the Lead Holder, (5) attached to the certificate is a list of all marketing agreements entered into subsequent to the most recently delivered Reserve Report and (6) attached thereto is a schedule of the Oil and Gas Properties of the Breitburn Parties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the present value determined by a discount factor of 10% per annum that such Mortgaged Properties represent and certifying that such Mortgaged Properties represent at least 80% of the total net present value (determined by a discount factor of 10% per annum) of the Breitburn Parties’ Oil and Gas Properties evaluated in the most recent Reserve Report; (dv) promptly In connection with the delivery of each Reserve Report, a listing of any property or related properties of any Breitburn Party acquired pursuant to an acquisition or series of related acquisitions since the date of the last Reserve Report for which such Breitburn Party paid consideration in excess of $5.0 million, not subject to a Mortgage; (vi) Promptly after the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, note purchase agreement, loan or credit or other similar agreement other than this Agreement and not otherwise required to be furnished to the Holders pursuant to any other provision of this Section 5(b). (vii) Concurrently with the delivery of any Reserve Report to the Lead Holder pursuant to Section 5(b)(iv), or after an Event of Default, upon request, a list of all Persons purchasing Oil and Gas from any of the Issuers or Guarantors; (viii) Prompt written notice, and in any event within ten (10) Business Days (or such longer period as the Lead Holder may agree), of the occurrence of any Casualty Event; (ix) Prompt written notice (and in any event within thirty (30) days prior thereto (or such shorter period as the Lead Holder may agree) of any change (1) in any Issuer’s or Guarantor’s organizational name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties, (2) in the location of any Issuer’s or Guarantor’s chief executive office or principal place of business, (3) in any Issuer’s or Guarantor’s identity or organizational structure or in the jurisdiction in which such Person is incorporated or formed, (4) in any Issuer’s or Guarantor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (5) in any Issuer’s or Guarantor’s federal taxpayer identification number, if any; (x) Promptly upon the request of the Administrative AgentLead Holder, at the request of any Lender, such copies of all geological, engineering and related data contained in the Companyany of Issuer’s or Guarantor’s files or readily accessible to the Company Issuer or Guarantor relating to its and the Guarantors’ Oil and Gas Properties as may reasonably be requested; (exi) [Intentionally omitted]On request by the Lead Holder, based upon the Lead Holder’s good faith belief that any Issuer’s or Guarantors’ title to the Mortgaged Properties or the Collateral Agent’s Lien on any of the Issuers’ or Guarantors’ properties is subject to claims of third parties (other than Permitted Liens), title and mortgage lien evidence reasonably satisfactory to the requesting party, as the case may be, covering such Mortgaged Property as may be designated by the requesting party covering such Issuer’s or Guarantor’s title thereto and evidencing that the Obligations are secured by liens and security interests as provided in this Agreement and the Collateral Documents; (fxii) promptly upon its completion in each fiscal year of the Company commencing with the 2007 fiscal year through and including the 2010 fiscal yearAs soon as available, and not later than in any event within 90 days after the date end of delivery of the annual financial statements for the prior each fiscal year, a copy business and financial plan for the Partnership (in form reasonably satisfactory to the Lead Holder), prepared by a Proper Officer of the annual budget of Partnership, setting forth for the Company and its Subsidiaries on a consolidated basis for such current fiscal year, projecting total Oil quarterly financial projections and Gas revenuebudgets for the Partnership, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX for three fiscal years thereafter yearly financial projections and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be materialbudgets; (gxiii) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007; and (h) promptlyPromptly, such additional information regarding the properties, business, financial or corporate affairs of the Company or any Subsidiary Breitburn Parties as the Administrative Agent, at the request of any Lender, Lead Holder may from time to time reasonably request; (xiv) Concurrently with the delivery to the Trustee or the Collateral Agent, as applicable, under any Note Document, copies of each notice, opinion, certificate or other document furnished to the Trustee or Collateral Agent, as applicable, under any Note Document; and (xv) The Breitburn Parties acknowledge and agree that (1) the Lead Holder has the right to review and discuss the Reserve Report and the calculation of the PV10, Adjusted Consolidated Net Tangible Assets, Proved Reserves Coverage Ratio, Fixed Charge Coverage Ratio and such other component calculations as the Lead Holder may reasonably request with the Breitburn Parties during normal business hours, (2) the Reserve Report shall be in form and scope reasonably acceptable to the Lead Holder, and (3) the Breitburn Parties shall, promptly upon the Lead Holder’s reasonable request, provide such information and data with respect to such Oil and Gas Properties included in the Reserve Report and components of such calculations.

Certificates; Other Production and Reserve Information. The Company shall furnish to the Administrative Agent and each Lender: (a) as soon as available, but not later than 60 days after the close of each of the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearquarter, a Quarterly Status Report in a form reasonably acceptable to the Lenders, as of the last day of the immediately preceding quarter; (b) concurrently with the delivery of the financial statements referred to in Sections 7.1(a) and (b), and the reports referred to in Section 7.2(a), a Compliance Certificate executed by a Responsible Officer; (c) on or before (i) April 1 1, effective as of January 1, of each year during the term of this Agreement, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc.Xxxxx Xxxxx Co. L.P., Netherland Xxxxxx & Associates, Inc., XxXxxxxx and XxxXxxxxxxx or other independent petroleum engineer acceptable to the Administrative Agent (the “Independent Engineer”) and (ii) October 1 1, effective as of July 1, of each year during the term of this Agreement, a Reserve Report effective as of July 1 of such year prepared by the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respects, in each case in form and substance reasonably acceptable to the Administrative Agent; (d) promptly upon the request of the Administrative Agent, at the request of any Lender, such copies of all geological, engineering and related data contained in the Company’s files or readily accessible to the Company relating to its and the Guarantorsits Subsidiaries’ Oil and Gas Properties as may reasonably be requested; (e) [Intentionally omitted]on request by the Administrative Agent, based upon the Administrative Agent’s or the Required Lenders’ good faith belief that the Company’s or its Restricted Subsidiaries’ title to the Mortgaged Properties or the Administrative Agent’s Lien thereon is subject to claims of third parties, or if required by regulations to which the Administrative Agent or any of the Lenders is subject, title and mortgage Lien evidence satisfactory to the Administrative Agent covering such Mortgaged Property as may be designated by the Administrative Agent, covering the Company’s or its Restricted Subsidiaries’ title thereto and evidencing that the Obligations are secured by Liens and security interests as provided in this Agreement and the Security Documents; (f) promptly upon its completion in each fiscal year of the Company commencing with the 2007 2009 fiscal year through and including the 2010 2012 fiscal year, and not later than the date January 30 of delivery of the annual financial statements for the prior each such fiscal year, a copy of the annual budget of the Company and its Restricted Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX EBITDA and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material;and (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007; and (h) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Restricted Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company shall In the case of the Borrower, furnish to the Administrative Agent and Agent, who will make available to each Lender: (a) as soon as available, but not later than 60 days after the close of each of the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearquarter, a Quarterly Status Report in a form reasonably acceptable to the LendersAdministrative Agent, as of the last day of the immediately preceding quarter; (b) concurrently with the delivery of the financial statements referred to in Sections 7.1(a) and (b), and the reports referred to in Section 7.2(a), a Compliance Certificate executed by of a Responsible OfficerOfficer of the Borrower (i) certifying that no Event of Default or Default has occurred or, if an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth a true and complete list as of the last day of the most recently completed fiscal quarter of all Hedging Agreements of the Borrower and the Restricted Subsidiaries, the material terms thereof (including the type, term, effective date, termination date, notional amounts or volumes and the percentage of the Projected Oil and Gas Production subject to such Hedging Agreements), the net xxxx-to-market value thereof, any new credit support agreements relating thereto not previously disclosed in writing to the Administrative Agent, any margin required or supplied under any credit support agreement and the counterparty to each such Hedging Agreement and (iii) in the case of a certificate delivered with the financial statements required by Section 7.1(a) above, setting forth the Borrower’s calculation of VPP Net Revenue; (c) on or before (i) April 1 1, effective as of January 1, of each year during the term of this Agreement, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc.Xxxxx Xxxxx Co. L.P., Netherland Xxxxxx & Associates, Inc., XxXxxxxx and XxxXxxxxxxx or other independent petroleum engineer acceptable to the Administrative Agent (the “Independent Engineer”) and (ii) October 1 1, effective as of July 1, of each year during the term of this Agreement, a Reserve Report prepared by the Borrower in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respects; and (iii) the day that is 90 days after the Required Lenders request a Reserve Report, effective as of July 1 of the date on which the Administrative Agent requests such year report, a Reserve Report prepared by the Company Borrower in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respects, in each case in form and substance reasonably acceptable to the Administrative Agent; (d) promptly upon the request of the Administrative Agent, at the request of any Lender, such copies of all geological, engineering and related data contained in the CompanyBorrower’s files or readily accessible to the Company Borrower relating to its and the Guarantorsits Subsidiaries’ Oil and Gas Properties as may reasonably be requested; (e) [Intentionally omitted]on request by the Administrative Agent, based upon the Administrative Agent’s or the Required Lenders’ good faith belief that the Borrower’s or its Subsidiaries’ title to the Mortgaged Properties or the Administrative Agent’s Lien thereon is subject to claims of third parties, or if required by regulations to which the Administrative Agent or any of the Lenders is subject, title and mortgage Lien evidence satisfactory to the Administrative Agent covering such Mortgaged Property as may be designated by the Administrative Agent, covering the Borrower’s or its Subsidiaries’ title thereto and evidencing that the Obligations are secured by Liens and security interests as provided in this Agreement and the Security Documents; (f) promptly upon its completion in each fiscal year of the Company Borrower commencing with the 2007 2008 fiscal year through and including the 2010 2013 fiscal year, and not later than the date of delivery of on which year-end financial information is delivered to the annual financial statements for the prior fiscal yearAdministrative Agent pursuant to Section 7.1(a), a copy of the annual budget of the Company Borrower and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX EBITDA and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material; (g) simultaneously with transmission thereof, such notices, certificates, documents and information (other than interest rate elections relating to the selection of the LIBO Rate (as defined in the First Lien Credit Agreement) and routine correspondence and other communications) as any Loan Party may furnish the Indenture Trustee or any holders of Senior Notes, the First Lien Credit Agent or any First Lien Credit Lender; (h) no later than five Business Days prior to the effectiveness thereof, copies of all Derivative Contracts then substantially final drafts of any proposed amendment, supplement, waiver or other modification in effect not later than January 1 and July 1 respect of each year beginning July 2any First Lien Credit Document or Senior Note Debt Document, 2007or any agreements, instruments or other documents in respect of the termination, replacement or refinancing thereof; and (hi) promptly, such additional information regarding the business, financial or corporate affairs of the Company Borrower or any Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company Parent and/or Borrower shall furnish to the Administrative Agent and each LenderAgent: (a) as soon as available, but not later than 60 days after the close dates provided in Appendix I, Status Reports executed by a Responsible Officer of each of the first three Fiscal Quarters Parent in any fiscal year and not later than 90 days after the close of each Fiscal Year, a Quarterly Status Report in a form reasonably acceptable to the LendersAdministrative Agent, as of the last day of the immediately preceding quarterreported periods; (b) concurrently with the delivery of each of the financial statements and reports referred to in Sections 7.1(a7.01(a) and (b), and the reports referred to in Section 7.2(a), a Compliance Certificate executed by a Responsible OfficerOfficer of Parent; (c) commencing as of the date set forth in Appendix I, and annually thereafter, as soon as available but in any event no later the date set forth on or before (i) April 1 Appendix I of each year during the term of this Agreement, a Reserve Report effective prepared by an independent petroleum engineer selected by Parent or Borrower and reasonably acceptable to Administrative Agent covering the Oil and Gas Properties as of January 1 of such year prepared by XxXxxxxx year, and XxxXxxxxxxxcommencing as of the date set forth in Appendix I, Xxxxxxx X. Xxxx & Associatesand annually thereafter, Inc., Netherland Xxxxxx & Associates, Inc., or other independent petroleum engineer acceptable to as soon as available but in any event no later than the Administrative Agent (the “Independent Engineer”) and (ii) October 1 date set forth on Appendix I of each year during the term of this Agreement, a Reserve Report effective prepared by Parent’s or Borrower’s in-house staff, in a format consistent with the independent consultant’s report, covering the Oil and Gas Properties as of July 1 of such year year, and, as soon as available but in no event later than 60 days prior to any Special Borrowing Base Determination, a Reserve Report prepared by the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respectsParent’s or Borrower’s in-house staff, in each case in form reasonably acceptable to a format consistent with the Administrative Agentindependent consultant’s report, covering the Oil and Gas Properties as of the date of such Special Borrowing Base Determination; (d) promptly upon the reasonable request of the Administrative Agent, at the request of any Lendersubject to limitations on confidentiality, access to copies of all geological, engineering and related data contained in the Company’s Loan Parties’ files or readily accessible to the Company Loan Parties relating to its and the Guarantors’ Oil and Gas Properties as may reasonably be requested; (e) [Intentionally omitted]promptly upon the request of Administrative Agent, such additional information regarding the business or financial affairs of the Loan Parties as the Lenders may from time to time reasonably request; (f) promptly upon its completion in becoming available, each fiscal year of financial statement, report, notice or proxy statement sent by the Company commencing Parent to shareholders generally and each Form 10-K, Form 10-Q, registration statement or prospectus filed by the Parent with any securities exchange or the 2007 fiscal year through and including the 2010 fiscal year, and not later than the date of delivery of the annual financial statements for the prior fiscal year, a copy of the annual budget of the Company and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX and total capital expenditures, by fiscal quarterSEC; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material;and (g) promptly after the furnishing thereof, copies of all Derivative Contracts then in effect not later any financial statement, report or notice (other than January 1 and July 1 of each year beginning July 2, 2007; and (hministerial notices) promptly, such additional information regarding furnished to any Person pursuant to the business, financial or corporate affairs of the Company or any Subsidiary as the Administrative Agent, at the request terms of any Lenderpreferred stock designation, may from time indenture, loan or credit or other similar agreement in respect of Indebtedness in excess of $10,000,000, other than this Agreement and not otherwise required to time reasonably requestbe furnished to the Lenders pursuant to any other provision of this Section 7.02.

Certificates; Other Production and Reserve Information. The Company shall furnish to the Administrative Agent and Agent, with sufficient copies for each Lender: (a) as As soon as available, but not later than 60 45 days after the close of each of the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearmonth, a Quarterly Monthly Status Report in a form reasonably acceptable to the Lenders, as of the last day of the immediately preceding quartermonth; (b) concurrently Concurrently with any delivery of financial statements under Subsections 7.01(a) and (b), a certificate of a Responsible Officer, 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 Derivative Contracts of the Borrower Group, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 6.21, any margin required or supplied under any credit support document, and the counterparty to each such agreement; (c) Concurrently with the delivery of the financial statements referred to in Sections 7.1(aSubsection 7.01(b) and within sixty (60) days following the end of the Company’s fiscal year, a Pricing Grid Certificate executed by a Responsible Officer; (d) Concurrently with the delivery of the statements and reports referred to in Subsections 7.01(a) and (b), and the reports referred to in Section 7.2(a), 7.02 (a) a Compliance Certificate executed by a Responsible Officer; (ce) on or before (i) Annually commencing April 1 15, 2007, dated as of each year during the term January 1st of this Agreementsuch year, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc., Netherland Xxxxxx & Associates, Inc., the Independent Engineer or other independent petroleum engineer reasonably acceptable to the Administrative Agent (and the “Independent Engineer”) Company, and (ii) annually, commencing October 1 15, 2006, dated as of each year during the term July 1st of this Agreementsuch year, a Reserve Report effective as of July 1 of such year prepared by personnel of the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer of the Company as true and correct in all material respects. Each Reserve Report shall be in form and substance reasonably satisfactory to the Lenders. With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Company or a Guarantor owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 8.01, (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 in excess of the volume specified in Section 6.12 with respect to their Oil and Gas Properties evaluated in such Reserve Report that would require the Company or any Guarantor to deliver Oil and Gas either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their proved Oil and Gas Properties have 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 its proved Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the most recently delivered Reserve Report and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the present value that such Mortgaged Properties represent; (f) Promptly after the furnishing thereof, copies of all periodic and other financial reports and other financial materials (not otherwise required to be delivered within a specific timeframe pursuant to the terms hereof) distributed by the Parent to its shareholders; (g) Promptly after the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement and not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 7.02; (h) Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Subsection 7.02(e), or after an Event of Default, upon request, a list of all Persons purchasing Oil and Gas from the Company or any Guarantor; (i) In the event the Company or any Guarantor intends to sell, transfer, assign or otherwise dispose of any Oil or Gas Properties included in the most recently delivered Reserve Report (or any Equity Interests in the Company or any Guarantor owning interests in such Oil and Gas Properties) during any Borrowing Base Period having a fair market value, individually or in the aggregate, in each case in form reasonably acceptable to excess of $250,000, prior written notice of such disposition, the price thereof, the anticipated date of closing, and any other details thereof requested by the Administrative Agent; (dj) promptly Prompt written notice, and in any event within three (3) Business Days, of the occurrence of any Casualty Event; (k) Prompt written notice (and in any event within thirty (30) days prior thereto) of any change (i) in the Company or any Guarantor’s organizational name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of the Company or any Guarantor’s chief executive office or principal place of business, (iii) in the Company or any Guarantor’s identity or organizational structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in the Company or any Guarantor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Company or any Guarantor’s federal taxpayer identification number, if any; (l) Promptly upon the request of the Administrative Agent, at the request of any Lender, such copies of all geological, engineering and related data contained in the Company’s or any Guarantor’s files or readily accessible to the Company or any Guarantor relating to its and the Guarantors’ Oil and Gas Properties as may reasonably be requested; (em) [Intentionally omitted]On request by the Administrative Agent, based upon the Administrative Agent’s or Lenders’ good faith belief that the Company’s or any Guarantor’s title to the Mortgaged Properties or the Administrative Agent’s lien thereon is subject to claims of third parties, or if required by regulations to which the Administrative Agent or any of the Lenders is subject, title and mortgage lien evidence satisfactory to the Administrative Agent covering such Mortgaged Property as may be designated by the Administrative Agent, covering the Company’s or any Guarantor’s title thereto and evidencing that the Obligations are secured by liens and security interests as provided in this Agreement and the Security Documents; (fn) promptly upon its completion in each fiscal year of the Company commencing with the 2007 fiscal year through and including the 2010 fiscal yearAs soon as available, and not later than in any event within 90 days after the date end of delivery of the annual financial statements for the prior each fiscal year, a copy of the annual budget of business and financial plan for the Company and its Subsidiaries on the Parent (in form reasonably satisfactory to the Administrative Agent), prepared by a consolidated basis Responsible Officer, setting forth for such the current fiscal year, projecting total Oil quarterly financial projections and Gas revenuebudgets for the Company and the Guarantors, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX for the next fiscal year thereafter a yearly financial projection and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material; (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007budget; and (ho) promptlyPromptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary Guarantor as the Administrative Agent, at the reasonable request of any Lender, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company shall furnish to the Administrative Agent and each Lender: (a) as As soon as available, but not later than 60 days after the close of each of the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearquarter, a Quarterly Status Report in a form reasonably acceptable to the Lenders, as of the last day of the immediately preceding quarter; (b) concurrently Concurrently with the delivery of the financial statements referred to in Sections 7.1(a) and (b), and the reports referred to in Section 7.2(a), a Compliance Certificate executed by a Responsible Officer; (c) on On or before (i) April 1 1, effective as of January 1, of each year during the term of this Agreement, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc.Xxxxx Xxxxx Co. L.P., Netherland Xxxxxx & Associates, Inc., Inc. or other independent petroleum engineer acceptable to the Administrative Agent Lenders (the “"Independent Engineer”") in form and substance acceptable to the Required Lenders in their sole and absolute discretion, and (ii) October 1 1, effective as of July 1, of each year during the term of this Agreement, a Reserve Report effective as of July 1 of such year prepared by the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respects, in each case in form reasonably acceptable to the Administrative Agent; (d) promptly upon the request of the Administrative AgentLenders, at the request of any Lender, such copies of all geological, engineering and related data contained in the Company’s 's files or readily accessible to the Company relating to its and the Guarantors’ its Subsidiaries' Oil and Gas Properties as may reasonably be requested; (e) [Intentionally omitted]on request by the Administrative Agent, based upon the Administrative Agent's or the Required Lenders' good faith belief that the Company's or its Subsidiaries' title to the Mortgaged Properties or the Administrative Agent's Lien thereon is subject to claims of third parties, or if required by regulations to which the Administrative Agent or any of the Lenders is subject, title and mortgage Lien evidence satisfactory to the Administrative Agent covering such Mortgaged Property as may be designated by the Administrative Agent, covering the Company's or its Subsidiaries' title thereto and evidencing that the Obligations are secured by Liens and security interests as provided in this Agreement and the Security Documents; (f) promptly upon its completion in each fiscal year of the Company commencing with the 2007 2005 fiscal year through and including the 2010 2007 fiscal year, and not later than the date January 30 of delivery of the annual financial statements for the prior each such fiscal year, a copy of the annual budget of the Company and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX EBITDA and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material;and (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007; and (h) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company Borrower shall furnish to the Administrative Agent and Agent, with sufficient copies for each LenderBank: (a) as soon as available, available but not in any event no later than 60 sixty (60) days after following the close end of each month during the term of this Agreement, commencing as of September 30, 2005 for the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearmonth ended July 31, 2005, a Quarterly Monthly Status Report in a form reasonably acceptable to the LendersBanks, as of the last day of the immediately preceding quartercalendar month then ended; (b) concurrently with the delivery of the financial statements and reports of Parent referred to in Sections 7.1(aSubsections 7.01 (a) and (b), and the reports referred to in Section 7.2(a), ) a Compliance Certificate executed by a Responsible OfficerOfficer of Parent; (c) on or before (i) April commencing March 1, 2006 and annually thereafter, as soon as available but in any event no later than each March 1, of each year during the term of this Agreement, Reserve Reports prepared by an independent petroleum engineer reasonably acceptable to the Administrative Agent and the Banks covering the Mortgaged Properties as of December 31 of the previous year and commencing September 1, 2005, and annually thereafter, as soon as available but in any event no later than September 1 of each year during the term of this Agreement, a Reserve Report effective Reports prepared by Borrower’s in-house petroleum engineer covering the Mortgaged Properties as of January 1 June 30 of such year prepared by XxXxxxxx and XxxXxxxxxxxyear, Xxxxxxx X. Xxxx & Associates, Inc., Netherland Xxxxxx & Associates, Inc., or other independent petroleum engineer (all foregoing Reserve Reports subject to being acceptable to the Administrative Agent (and the “Independent Engineer”) and (ii) October 1 of each year during the term of this Agreement, a Reserve Report effective as of July 1 of such year prepared by the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respects, in each case in form reasonably acceptable to the Administrative AgentBanks); (d) promptly upon the request of the Administrative Agent, at the request of any Lender, such copies of all geological, engineering and related data contained in the CompanyBorrower’s files or readily accessible to the Company Borrower relating to its and the Guarantors’ Oil and Gas Mortgaged Properties as may reasonably be requested; (e) [Intentionally omitted]; (f) promptly upon its completion in each fiscal year on request by Administrative Agent, or if required by regulations to which Administrative Agent or any of the Company commencing with Banks is subject, title opinions from legal counsel acceptable to Administrative Agent, in form and substance acceptable to Administrative Agent, covering Borrower’s interests in the 2007 fiscal year through and including the 2010 fiscal yearMortgaged Property as may be designated by Administrative Agent, and not later than Administrative Agent’s security interests under the date of delivery of the annual financial statements for the prior fiscal year, a copy of the annual budget of the Company and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material; (g) copies of all Derivative Contracts then Security Documents in effect not later than January 1 and July 1 of each year beginning July 2, 2007question; and (hf) promptly, such additional information regarding the business, financial or corporate business affairs of the Company or any Subsidiary Borrower as the Administrative Agent, at the request of any LenderBank, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company Borrower shall furnish to the Administrative Agent and Agent, with sufficient copies for each Lender: (a) commencing for the first full calendar month following the Closing Date and thereafter, as soon as available, available but not in any event no later than 60 sixty (60) days after following the close last day of each month during the term of the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearthis Agreement, a Quarterly Monthly Status Report in a form reasonably acceptable to the LendersAdministrative Agent, as of the last day of the immediately preceding quartersuch calendar month then ended; (b) concurrently with the delivery of the financial statements and reports of Borrower referred to in Sections 7.1(aSubsections 7.01 (a) and (b), ) and delivery of a Reserve Report in connection with the reports referred Asset Coverage Ratio pursuant to in Section 7.2(a), 7.02(h): (i) a Compliance Certificate executed by a Responsible Officer;; and (ii) a certificate executed by a Responsible Officer, 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 Derivative Contracts of Borrower and each of its Subsidiaries, listing the type, term, effective date, termination date and notional amounts or volumes, the net marked-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 6.22, any margin required or supplied under any credit support document, and the counterparty to each such agreement. (c) on or before (i) commencing April 1, 2012, and annually thereafter, as soon as available but in any event no later than April 1 of each year during the term of this Agreement, a Reserve Report effective prepared by an independent petroleum engineer selected by Borrower and reasonably acceptable to the Administrative Agent covering the Borrowing Base Properties as of January 1 of such year prepared by XxXxxxxx year, and XxxXxxxxxxxcommencing October 1, Xxxxxxx X. Xxxx & Associates2012 and annually thereafter, Inc., Netherland Xxxxxx & Associates, Inc., or other independent petroleum engineer acceptable to the Administrative Agent (the “Independent Engineer”) and (ii) as soon as available but in any event no later than each October 1 of each year during the term of this Agreement, a Reserve Report effective prepared by Borrower’s in-house staff covering the Borrowing Base Properties as of July 1 of such year prepared by year; with the Company in substantially delivery of each Reserve Report, the same form as Borrower shall provide to the January 1 Reserve Report Administrative Agent and certified by the Lenders, a certificate from a Responsible Officer as true certifying that, to the best of his knowledge and correct in all material respects: (i) the historical information delivered in connection therewith to the preparers of such report is true and correct, (ii)the Borrower and its Subsidiaries own good and defensible title to the Oil and Gas Properties evaluated in each case such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 8.01, and such Properties comply with all Environmental Laws except for Environmental Matters permitted by Section 6.15, (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 form such Reserve Report which would require the Borrower or its Subsidiaries 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 its Oil and Gas Properties have been sold since the date of the last Reserve Report except as set forth on an Exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably acceptable to required by the Administrative Agent, (v) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in working interest or net revenue interest in its Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of Persons disbursing at least 95% of the aggregate amount of proceeds to the Borrower from its Oil and Gas Properties and (vii) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property; (d) promptly upon the reasonable request of the Administrative Agent, at the request of any Lender, access to copies of all geological, engineering and related data contained in the CompanyBorrower’s files or readily accessible to the Company Borrower relating to its and the Guarantors’ Oil and Gas Borrowing Base Properties as may reasonably be requested; (e) [Intentionally omitted]on reasonable request by Administrative Agent, or if required by regulations to which Administrative Agent or any of the Lenders is subject, title opinions from legal counsel reasonably acceptable to Administrative Agent, in form and substance reasonably acceptable to Administrative Agent, covering 80% of the value of the Borrowing Base Property as may be designated by Administrative Agent, and Administrative Agent’s security interests under the Security Documents in question; (f) promptly upon its completion in each fiscal year after any acquisition of the Company commencing with the 2007 fiscal year through and including the 2010 fiscal year, and not later than the date of delivery of the annual financial statements for the prior fiscal year, a copy of the annual budget of the Company and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenueProperties with a proved developed producing value in excess of $2,000,000 during any Determination Period, total revenue, total operating costs title evidence and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX Mortgage Liens satisfactory to Administrative Agent and total capital expenditures, by fiscal quarter; it being understood that a Mortgage covering such projections are not to be viewed as facts, that actual results may vary Oil and that such variances may be materialGas Properties; (g) copies in the event that the Borrower or any of all its Subsidiaries shall enter into any Derivative Contracts then Contracts, promptly, and in effect not any event no later than January 1 and July 1 fifteen (15) days following the last day of each year beginning July 2month, 2007; and (h) promptlya report, in reasonable detail, setting forth the type, term, effective date, termination date and notional amounts or volumes hedged, the pricing, the counterparties to such additional information regarding the businessDerivative Contracts, financial or corporate affairs of the Company or any Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request.new credit support agreements related thereto not listed on Schedule

Certificates; Other Production and Reserve Information. The Company shall furnish to the Administrative Agent and each Lender: (a) as soon as available, but not later than 60 days after the close of each of the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearquarter, a Quarterly Status Report in a form reasonably acceptable to the Lenders, as of the last day of the immediately preceding quarter; (b) concurrently with the delivery of the financial statements referred to in Sections 7.1(a) and (b), and the reports referred to in Section 7.2(a), a Compliance Certificate executed by a Responsible Officer; (c) on or before (i) April 1 1, effective as of January 1, of each year during the term of this Agreement, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc.Xxxxx Xxxxx Co. L.P., Netherland Xxxxxx & Associates, Inc., XxXxxxxx and XxxXxxxxxxx or other independent petroleum engineer acceptable to the Administrative Agent Lenders (the “"Independent Engineer”") and (ii) October 1 1, effective as of July 1, of each year during the term of this Agreement, a Reserve Report effective as of July 1 of such year prepared by the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respects, in each case in form reasonably and substance acceptable to the Administrative AgentAgent and the Required Lenders in their sole discretion; (d) promptly upon the request of the Administrative AgentLenders, at the request of any Lender, such copies of all geological, engineering and related data contained in the Company’s 's files or readily accessible to the Company relating to its and the Guarantors’ its Subsidiaries' Oil and Gas Properties as may reasonably be requested; (e) [Intentionally omitted]on request by the Administrative Agent, based upon the Administrative Agent's or the Required Lenders' good faith belief that the Company's or its Subsidiaries' title to the Mortgaged Properties or the Administrative Agent's Lien thereon is subject to claims of third parties, or if required by regulations to which the Administrative Agent or any of the Lenders is subject, title and mortgage Lien evidence satisfactory to the Administrative Agent covering such Mortgaged Property as may be designated by the Administrative Agent, covering the Company's or its Subsidiaries' title thereto and evidencing that the Obligations are secured by Liens and security interests as provided in this Agreement and the Security Documents; (f) promptly upon its completion in each fiscal year of the Company commencing with the 2007 2006 fiscal year through and including the 2010 2009 fiscal year, and not later than the date January 30 of delivery of the annual financial statements for the prior each such fiscal year, a copy of the annual budget of the Company and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX EBITDA and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material;and (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007; and (h) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company shall furnish to the Administrative Agent and Agent, with sufficient copies for each Lender: (a) as As soon as available, but not later than 60 45 days after the close of each fiscal quarter of Parent (including the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearfourth quarter), a Quarterly Status Report in a form reasonably acceptable to the Lenders, as covering each of the last day of the immediately preceding three months during such fiscal quarter; (b) concurrently Concurrently with any delivery of financial statements under Sections 7.01(a) and 7.01(b), a certificate of a Responsible Officer, in form and substance reasonably 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 Derivative Contracts of each Loan Party, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 8.05, any margin required or supplied under any credit support document, and the counterparty to each such agreement; (c) Concurrently with the delivery of the financial statements referred to in Sections 7.1(a7.01(a) and (b7.01(b), a Pricing Grid Certificate executed by a Responsible Officer of Parent; (d) Concurrently with the delivery of the statements and the reports referred to in Section 7.2(aSections 7.01(a) and 7.01(b), a Compliance Certificate executed by a Responsible OfficerOfficer of Parent; (ce) on or before (i) April 1 Annually commencing March 1, 2015, dated as of each year during the term January 1st of this Agreementsuch year, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc., Netherland Xxxxxx & Associates, Inc., the Independent Engineer or other independent petroleum engineer reasonably acceptable to the Administrative Agent (and the “Independent Engineer”) Company, and (ii) October 1 of each year during the term of this Agreementannually, commencing September 1, 2015, a Reserve Report effective as of July 1 of such year prepared by personnel of the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer of the Company as true and correct in all material respects, in each case . Each Reserve Report shall be in form and substance reasonably acceptable satisfactory to the Lenders. With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, (ii) the Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report, and such Properties are free of all Liens except for Permitted Liens, (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 in excess of the volume specified in Section 6.12 with respect to their Oil and Gas Properties evaluated in such Reserve Report that would require any Loan Party to deliver Oil and Gas either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their proved Oil and Gas Properties have 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 its proved Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the most recently delivered Reserve Report and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the present value that such Mortgaged Properties represent; (df) promptly Promptly after the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement and not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 7.02; (g) Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 7.02(e), or after an Event of Default, upon request, a list of all Persons purchasing Oil and Gas from any of the Loan Parties; (h) Prompt written notice, and in any event within three (3) Business Days, of the occurrence of any Casualty Event; (i) Prompt written notice (and in any event within thirty (30) days prior thereto (or such shorter period as the Administrative Agent may agree)) of any change (i) in any Loan Party’s organizational name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of any Loan Party’s chief executive office or principal place of business, (iii) in any Loan Party’s identity or organizational structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in any Loan Party’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in any Loan Party’s federal taxpayer identification number, if any; (j) Promptly upon the request of the Administrative Agent, at the request of any Lender, such copies of all geological, engineering and related data contained in the Company’s any of Loan Parties’ files or readily accessible to the Company Loan Party relating to its and the Guarantors’ Oil and Gas Properties as may reasonably be requested; (ek) [Intentionally omitted]On request by the Administrative Agent, based upon the Administrative Agent’s or Lenders’ good faith belief that any Loan Party’s title to the Mortgaged Properties or the Administrative Agent’s Lien on the Loan Parties’ properties is subject to claims of third parties, or if required by regulations to which the Administrative Agent or any of the Lenders is subject, title and mortgage lien evidence reasonably satisfactory to the Administrative Agent covering such Mortgaged Property as may be designated by the Administrative Agent, covering such Loan Party’s title thereto and evidencing that the Obligations are secured by liens and security interests as provided in this Agreement and the Security Documents; (fl) promptly upon its completion in each fiscal year of the Company commencing with the 2007 fiscal year through and including the 2010 fiscal yearAs soon as available, and not later than in any event within 90 days after the date end of delivery of the annual financial statements for the prior each fiscal year, a copy of business and financial plan for Parent (in form reasonably satisfactory to the annual budget of Administrative Agent), prepared by a Responsible Officer, setting forth for the Company and its Subsidiaries on a consolidated basis for such current fiscal year, projecting total Oil quarterly financial projections and Gas revenuebudgets for Parent, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX for three fiscal years thereafter yearly financial projections and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material; (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007budgets; and (hm) promptlyPromptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary Loan Parties as the Administrative Agent, at the reasonable request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Sections 7.01 and 7.02 (other than Section 7.02(d)) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company's website on the Internet or (ii) on which such documents are posted on the Company'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, however, that (x) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Company 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 Company shall notify the Administrative Agent and each Lender (by telecopier 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. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the compliance certificates required by Section 7.02(d) to the Administrative Agent.

Certificates; Other Production and Reserve Information. The Company shall furnish to the Administrative Agent and each LenderAgent: (a) as As soon as available, but not later than 60 35 days after the close of each of month (including the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close last month of each Fiscal Yearfiscal quarter and fiscal year), a Quarterly Monthly Status Report in a form reasonably acceptable to the Lenders, as of the last day of the immediately preceding quartercovering such month; (b) concurrently [Reserved]; (c) [Reserved]; (d) Concurrently with the delivery of the financial statements and reports referred to in Sections 7.1(a7.01(a), 7.01(b) and (b), and the reports referred to in Section 7.2(a7.01(c), a Compliance Certificate executed by a Responsible OfficerFinancial Officer of Parent; (ce) on or before (i) April 1 Annually commencing March 1, 2017 dated as of each year during the term January 1st of this Agreementsuch year, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc., Netherland Xxxxxx & Associates, Inc., the Independent Engineer or other independent petroleum engineer reasonably acceptable to the Administrative Agent (and the “Independent Engineer”) Company, and (ii) October 1 of each year during the term of this Agreementannually, commencing September 1, 2016, a Reserve Report effective as of July 1 of such year prepared by personnel of the Company in substantially the same form as the January 1 Reserve Report and certified by a Responsible Financial Officer of the Company as true and correct in all material respects, in each case . Each Reserve Report shall be in form and substance reasonably acceptable satisfactory to the Lenders. In addition, the Company shall furnish to the Administrative Agent any other Reserve Report delivered to the Prepetition RBL Agent pursuant to the Prepetition RBL Loan Documents or the Prepetition Second Lien Trustee pursuant to the Prepetition Second Lien Indenture. With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent and the Lenders a certificate from a Financial Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, (ii) the Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report, and such Properties are free of all Liens except for Permitted Liens and the Carve-Out, (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 in excess of the volume specified in Section 6.12 with respect to their Oil and Gas Properties evaluated in such Reserve Report that would require any Loan Party to deliver Oil and Gas either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their proved Oil and Gas Properties have been sold since the date of the last Reserve Report except as set forth on an exhibit to the certificate, which certificate shall list all of its proved Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the most recently delivered Reserve Report and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the present value that such Mortgaged Properties represent; (df) promptly Promptly after the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement and not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 7.02; (g) Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 7.02(e), or after an Event of Default, upon request, a list of all Persons purchasing Oil and Gas from any of the Loan Parties; (h) Prompt written notice, and in any event within three (3) Business Days, of the occurrence of any Casualty Event in excess of $5,000,000; (i) Prompt written notice (and in any event within thirty (30) days prior thereto (or such shorter period as the Administrative Agent may agree)) of any change (i) in any Loan Party’s organizational name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of any Loan Party’s chief executive office or principal place of business, (iii) in any Loan Party’s identity or organizational structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in any Loan Party’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in any Loan Party’s federal taxpayer identification number, if any; (j) Promptly upon the request of the Administrative Agent, at the request of any Lender, such copies of all geological, engineering and related data contained in the Company’s any of Loan Parties’ files or readily accessible to the Company Loan Party relating to its and the Guarantors’ Oil and Gas Properties as may reasonably be requested; (ek) [Intentionally omitted]On request by the Administrative Agent, based upon the Administrative Agent’s or Lenders’ good faith belief that any Loan Party’s title to the Mortgaged Properties or the Administrative Agent’s Lien on the Loan Parties’ properties is subject to claims of third parties, or if required by regulations to which the Administrative Agent or any of the Lenders is subject, title and mortgage lien evidence reasonably satisfactory to the Administrative Agent covering such Mortgaged Property as may be designated by the Administrative Agent, covering such Loan Party’s title thereto and evidencing that the Obligations are secured by liens and security interests as provided in this Agreement and the Security Documents; (fl) promptly upon its completion in each fiscal year of the Company commencing with the 2007 fiscal year through and including the 2010 fiscal year, and not later than the date of delivery of the annual financial statements for the prior fiscal year, a copy of the annual budget of the Company and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material; (g) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007[Reserved]; and (hm) promptlyPromptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary Loan Parties as the Administrative Agent, at the request of Agent or any Lender, Lender may from time to time reasonably request. Documents required to be delivered pursuant to Sections 7.01 and 7.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company's website on the Internet or (ii) on which such documents are posted on the Company'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, however, that (x) the Company shall deliver paper copies of such documents to the Administrative Agent upon its request until a written request to cease delivering paper copies is given by the Administrative Agent and (y) the Company shall notify the Administrative Agent and each Lender (by telecopier 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.

Certificates; Other Production and Reserve Information. The Company shall In the case of the Borrower, furnish to the Administrative Agent and Agent, who will make available to each Lender: (a) as soon as available, but not later than 60 days after the close of each of the first three Fiscal Quarters in any fiscal year and not later than 90 days after the close of each Fiscal Yearquarter, a Quarterly Status Report in a form reasonably acceptable to the LendersAdministrative Agent, as of the last day of the immediately preceding quarter; (b) concurrently with the delivery of the financial statements referred to in Sections 7.1(a) and (b), and the reports referred to in Section 7.2(a), a Compliance Certificate executed by of a Responsible OfficerOfficer of the Borrower (i) certifying that no Event of Default or Default has occurred or, if an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth a true and complete list as of the last day of the most recently completed fiscal quarter of all Hedging Agreements of the Borrower and the Restricted Subsidiaries, the material terms thereof (including the type, term, effective date, termination date, notional amounts or volumes and the percentage of the Projected Oil and Gas Production subject to such Hedging Agreements), the net xxxx-to-market value thereof, any new credit support agreements relating thereto not previously disclosed in writing to the Administrative Agent, any margin required or supplied under any credit support agreement and the counterparty to each such Hedging Agreement and (iii) in the case of a certificate delivered with the financial statements required by Section 7.1(a) above, setting forth the Borrower's calculation of VPP Net Revenue; (c) on or before (i) April 1 1, effective as of January 1, of each year during the term of this Agreement, a Reserve Report effective as of January 1 of such year prepared by XxXxxxxx and XxxXxxxxxxx, Xxxxxxx X. Xxxx & Associates, Inc.Xxxxx Xxxxx Co. L.P., Netherland Xxxxxx & Associates, Inc., XxXxxxxx and XxxXxxxxxxx or other independent petroleum engineer acceptable to the Administrative Agent (the “"Independent Engineer”") and (ii) October 1 1, effective as of July 1, of each year during the term of this Agreement, a Reserve Report prepared by the Borrower in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respects; and (iii) the day that is 90 days after the Required Lenders request a Reserve Report, effective as of July 1 of the date on which the Administrative Agent requests such year report, a Reserve Report prepared by the Company Borrower in substantially the same form as the January 1 Reserve Report and certified by a Responsible Officer as true and correct in all material respects, in each case in form and substance reasonably acceptable to the Administrative Agent; (d) promptly upon the request of the Administrative Agent, at the request of any Lender, such copies of all geological, engineering and related data contained in the Company’s Borrower's files or readily accessible to the Company Borrower relating to its and the Guarantors’ its Subsidiaries' Oil and Gas Properties as may reasonably be requested; (e) [Intentionally omitted]on request by the Administrative Agent, based upon the Administrative Agent's or the Required Lenders' good faith belief that the Borrower's or its Subsidiaries' title to the Mortgaged Properties or the Administrative Agent's Lien thereon is subject to claims of third parties, or if required by regulations to which the Administrative Agent or any of the Lenders is subject, title and mortgage Lien evidence satisfactory to the Administrative Agent covering such Mortgaged Property as may be designated by the Administrative Agent, covering the Borrower's or its Subsidiaries' title thereto and evidencing that the Obligations are secured by Liens and security interests as provided in this Agreement and the Security Documents; (f) promptly upon its completion in each fiscal year of the Company Borrower commencing with the 2007 2008 fiscal year through and including the 2010 2013 fiscal year, and not later than the date of delivery of on which year-end financial information is delivered to the annual financial statements for the prior fiscal yearAdministrative Agent pursuant to Section 7.1(a), a copy of the annual budget of the Company Borrower and its Subsidiaries on a consolidated basis for such fiscal year, projecting total Oil and Gas revenue, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX EBITDA and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be material; (g) simultaneously with transmission thereof, such notices, certificates, documents and information (other than interest rate elections relating to the selection of the LIBO Rate (as defined in the First Lien Credit Agreement) and routine correspondence and other communications) as any Loan Party may furnish the Indenture Trustee or any holders of Senior Notes, the First Lien Credit Agent or any First Lien Credit Lender; (h) no later than five Business Days prior to the effectiveness thereof, copies of all Derivative Contracts then substantially final drafts of any proposed amendment, supplement, waiver or other modification in effect not later than January 1 and July 1 respect of each year beginning July 2any First Lien Credit Document or Senior Note Debt Document, 2007or any agreements, instruments or other documents in respect of the termination, replacement or refinancing thereof; and (hi) promptly, such additional information regarding the business, financial or corporate affairs of the Company Borrower or any Subsidiary as the Administrative Agent, at the request of any Lender, may from time to time reasonably request.

Certificates; Other Production and Reserve Information. The Company Issuers shall furnish to the Administrative Agent and each LenderRepresentative: (ai) as As soon as available, but not later than 60 forty-five (45) days after the close of each fiscal quarter of the first three Fiscal Quarters in any fiscal year and not later than 90 days after Partnership (including the close of each Fiscal Yearfourth quarter), a Quarterly Status Report in covering each of the three months during such fiscal quarter; (ii) Concurrently with any delivery of financial statements under Sections 5(a)(i) and 5(a)(ii), a form reasonably acceptable to certificate of a Proper Officer of the LendersPartnership, setting forth as of the last day Business Day of such fiscal quarter or fiscal year, a true and complete list of all Hedging Contracts of each Issuer, Guarantor and Restricted Subsidiary, the immediately preceding quartermaterial terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 1(u), any margin required or supplied under any credit support document, and the counterparty to each such agreement; (biii) concurrently with the delivery of the financial statements referred to in Sections 7.1(a) and (b), and the reports referred to in Section 7.2(a), a Compliance Certificate executed by a Responsible Officer[Reserved]; (civ) on or before (iA) April 1 Annually commencing March 1, 2015, dated as of each year during the term January 1st of this Agreementsuch year, a Reserve Report effective as of January 1 of such year prepared provided by XxXxxxxx the Reserve Engineer, and XxxXxxxxxxxannually, Xxxxxxx X. Xxxx & Associatescommencing September 1, Inc.2015, Netherland Xxxxxx & Associates, Inc., or other independent petroleum engineer acceptable to the Administrative Agent (the “Independent Engineer”) and (ii) October 1 of each year during the term of this Agreement, a Reserve Report effective dated as of July 1 of such year year, a Reserve Report prepared by personnel of the Company in substantially the same form as the January 1 Reserve Report Partnership and certified by a Responsible Proper Officer of the Partnership as to the knowledge of such Property Officer, true and correct in all material respects. With the delivery of each Reserve Report, the Issuers shall provide to the Representative certificate from a Proper Officer of each Issuer certifying that in all material respects: (3) to the knowledge of such Proper Officers, the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, in each case in form reasonably acceptable (4) the Breitburn Parties own good and defensible title to the Administrative AgentOil and Gas Properties evaluated in such Reserve Report, and such Properties are free of all Liens except for Permitted Liens, (5) 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 in excess of the volume specified in Section 1(l) with respect to their Oil and Gas Properties evaluated in such Reserve Report that would require any Breitburn Party to deliver Oil and Gas either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (6) none of their proved Oil and Gas Properties have been sold since the date of the delivery of the previous Reserve Report except as set forth on an exhibit to the certificate, which certificate shall list all of its proved Oil and Gas Properties sold and in such detail as reasonably required by the Representative, (7) attached to the certificate is a list of all marketing agreements entered into subsequent to the most recently delivered Reserve Report and (6) attached thereto is a schedule of the Oil and Gas Properties of the Breitburn Parties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the present value determined by a discount factor of 10% per annum that such Mortgaged Properties represent and certifying that such Mortgaged Properties represent at least 80% of the total net present value (determined by a discount factor of 10% per annum) of the Breitburn Parties’ Oil and Gas Properties evaluated in the most recent Reserve Report; (dv) promptly In connection with the delivery of each Reserve Report, a listing of any property or related properties of any Breitburn Party acquired pursuant to an acquisition or series of related acquisitions since the date of the last Reserve Report for which such Breitburn Party paid consideration in excess of $5.0 million, not subject to a Mortgage; (vi) Promptly after the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, note purchase agreement, loan or credit or other similar agreement other than this Agreement and not otherwise required to be furnished to the Holders pursuant to any other provision of this Section 5(b). (vii) Concurrently with the delivery of any Reserve Report to the Representative pursuant to Section 5(b)(iv), or after an Event of Default, upon request, a list of all Persons purchasing Oil and Gas from any of the Issuers or Guarantors; (viii) Prompt written notice, and in any event within ten (10) Business Days (or such longer period as the Representative may agree), of the occurrence of any Casualty Event; (ix) Prompt written notice (and in any event within thirty (30) days prior thereto (or such shorter period as the Representative may agree) of any change (8) in any Issuer’s or Guarantor’s organizational name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties, (9) in the location of any Issuer’s or Guarantor’s chief executive office or principal place of business, (10) in any Issuer’s or Guarantor’s identity or organizational structure or in the jurisdiction in which such Person is incorporated or formed, (11) in any Issuer’s or Guarantor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (12) in any Issuer’s or Guarantor’s federal taxpayer identification number, if any; (x) Promptly upon the request of the Administrative AgentRepresentative, at the request of any Lender, such copies of all geological, engineering and related data contained in the Companyany of Issuer’s or Guarantor’s files or readily accessible to the Company Issuer or Guarantor relating to its and the Guarantors’ Oil and Gas Properties as may reasonably be requested; (exi) [Intentionally omitted]On request by the Representative, based upon the Representative’s good faith belief that any Issuer’s or Guarantors’ title to the Mortgaged Properties or the Collateral Agent’s Lien on any of the Issuers’ or Guarantors’ properties is subject to claims of third parties (other than Permitted Liens), title and mortgage lien evidence reasonably satisfactory to the requesting party, as the case may be, covering such Mortgaged Property as may be designated by the requesting party covering such Issuer’s or Guarantor’s title thereto and evidencing that the Obligations are secured by liens and security interests as provided in this Agreement and the Collateral Documents; (fxii) promptly upon its completion in each fiscal year of the Company commencing with the 2007 fiscal year through and including the 2010 fiscal yearAs soon as available, and not later than in any event within 90 days after the date end of delivery of the annual financial statements for the prior each fiscal year, a copy business and financial plan for the Partnership (in form reasonably satisfactory to the Representative), prepared by a Proper Officer of the annual budget of Partnership, setting forth for the Company and its Subsidiaries on a consolidated basis for such current fiscal year, projecting total Oil quarterly financial projections and Gas revenuebudgets for the Partnership, total revenue, total operating costs and expenses, Consolidated Net Income, Consolidated Interest Expense, Consolidated EBITDAX for three fiscal years thereafter yearly financial projections and total capital expenditures, by fiscal quarter; it being understood that such projections are not to be viewed as facts, that actual results may vary and that such variances may be materialbudgets; (gxiii) copies of all Derivative Contracts then in effect not later than January 1 and July 1 of each year beginning July 2, 2007; and (h) promptlyPromptly, such additional information regarding the properties, business, financial or corporate affairs of the Company or any Subsidiary Breitburn Parties as the Administrative Agent, at the request of any Lender, Representative may from time to time reasonably request; (xiv) Concurrently with the delivery to the Trustee or the Collateral Agent, as applicable, under any Note Document, copies of each notice, opinion, certificate or other document furnished to the Trustee or Collateral Agent, as applicable, under any Note Document; and (xv) The Breitburn Parties acknowledge and agree that (i) the Representative has the right to review and discuss the Reserve Report and the calculation of the PV10, Adjusted Consolidated Net Tangible Assets, Proved Reserves Coverage Ratio, Fixed Charge Coverage Ratio and such other component calculations as the Representative may reasonably request with the Breitburn Parties during normal business hours, (ii) the Reserve Report shall be in form and scope reasonably acceptable to the Representative, and (iii) the Breitburn Parties shall, promptly upon the Representative’s reasonable request, provide such information and data with respect to such Oil and Gas Properties included in the Reserve Report and components of such calculations.