Common use of Oil and Gas Reserve Reports Clause in Contracts

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1, 2010 and August 31 of each year thereafter, an Independent Engineering Report dated effective as of the immediately preceding June 30th; (ii) As soon as available but in any event on or before February 28 of each year an Internal Engineering Report dated effective as of the immediately preceding December 31st; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and in all material respects: (A) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (B) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (C) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Lenders, (D) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (E) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, (F) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (G) attached to the certificate is a quarterly cash flow budget for the four quarters following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period.

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1, 2010 and August 31 March 1 of each year thereafteryear, an Independent Engineering Report dated effective as of the immediately preceding June 30thJanuary 1 for such year; (ii) As soon as available but in any event on or before February 28 September 1 of each year year, an Internal Engineering Report dated effective as of the immediately preceding December 31stJuly 1 for such year; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the his best of his knowledge and in all material respects: (Aa) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (Bb) the Borrower or its Subsidiary, as applicable, owns good and marketable title to the Oil and Gas Properties evaluated in such Engineering Report, and such Properties are subject to an Acceptable Security Interest and are free of all Liens except for Permitted Liens, (c) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Cd) none of its or its Subsidiaries’ 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Required Lenders, (De) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (Ef) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to any of its SubsidiarySubsidiaries, as applicable, from its Oil and Gas Properties, (Fg) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (Gh) attached to the certificate is a quarterly monthly cash flow budget for the four quarters 12 months following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period.;

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1, 2010 and August 31 each September 30 of each year thereafteryear, an Independent Engineering Report dated effective as of the immediately preceding June 30thJuly 1 for such year; (ii) As soon as available but in any event on or before February 28 March 31 of each year an Internal Engineering Report dated effective as of the immediately preceding December 31stJanuary 1; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and in all material respects: (A) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (B) the Borrower or its Subsidiary, as applicable, owns good and marketable title to the Oil and Gas Properties evaluated in such Engineering Report, as is customary in the oil and gas industry, and such Oil and Gas Properties are subject to an Acceptable Security Interest and free of all Liens except for Permitted Liens, (C) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (CD) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Lenders, (DE) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (EF) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, (FG) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (GH) attached to the certificate is a quarterly monthly cash flow budget for the four quarters twelve months following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period; provided that, notwithstanding anything herein to the contrary, this Section 5.06(c) shall not apply to the Xxxxxxx Shale Properties.

Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent: (i) As For the May 1 Borrowing Base redetermination, as soon as available but in any event on or before August 1, 2010 and August 31 April 1 of each year thereafter(beginning April 1, 2021), an Independent Engineering Reserve Report dated effective as of the immediately preceding June 30thJanuary 1st; (ii) As For the November 1 Borrowing Base redetermination, as soon as available but in any event on or before February 28 October 1 of each year (beginning October 1, 2021), an Internal Engineering Reserve Report dated effective as of the immediately preceding December 31stJuly 1st; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (iv) With the delivery of each Engineering Reserve Report, a certificate from a Responsible Officer (a "Borrowing Base Certificate") of the Borrower certifying that, to the best of his or her knowledge and in all material respects: (A) the information contained in the Engineering Reserve Report and any other information delivered in connection therewith is true and correct, (B) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or take-or-pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Reserve Report which would require the Borrower or any of its Restricted Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (C) none of its Oil and Gas Properties which are classified as Proven Reserves 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority LendersAdministrative Agent, (D) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (E) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, (F) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Reserve Report are pledged as Collateral for the Obligations, and (GE) attached to the certificate is a quarterly cash flow budget for the four quarters following list of any real property other than Oil and Gas Properties acquired since the delivery of the previous Reserve Report which is either (i) material to the operations of the Loan Parties, or (ii) has a fair market value in excess of $10,000,000, and (F) except as set forth on an exhibit to the certificate, the Borrower and its Subsidiaries have not entered into (i) any new gathering, transportation or processing contracts or agreements which would individually or in the aggregate constitute Material Contracts or (ii) any material amendments or modifications to any existing gathering, transportation or processing contracts or agreements that constitute Material Contracts, in each case since the delivery of the previous Borrowing Base Certificate and attaching thereto copies of each such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such periodMaterial Contract or material amendment or modification thereto.

Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent: (i) As soon as available but in any event on or before August July 1, 2010 and August 31 of each year thereafter2012, an Independent Internal Engineering Report dated effective as of the immediately preceding June 30th1, 2012; (ii) As soon as available but in any event on or before February 28 October 1 of each year year, an Internal Engineering Report dated effective as of the immediately preceding December 31stSeptember 1st; (iii) As soon as available but in any event on or before January 1, 2013, an Internal Engineering Report dated effective as of December 1, 2012; (iv) As soon as available but in any event on or before April 1 of each year an Independent Engineering Report dated effective as of the immediately preceding March 1st; (v) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (vi) With the delivery of each Engineering Report, a certificate from a Responsible Officer (a “Borrowing Base Certificate”) of the Borrower certifying that, to the best of his knowledge and in all material respects: (A) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (B) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or take-or-pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (C) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Required Lenders, (D) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (E) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, (F) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (G) attached to the certificate is a quarterly cash flow budget for the four quarters following the delivery of such certificate setting forth the Borrower’s 's projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period, and (H) attached to the certificate is a list of any real property other than Oil and Gas Properties acquired since the delivery of the previous Engineering Report which is either (i) material to the operations of the Restricted Credit Parties, or (ii) has a fair market value in excess of $2,000,000.

Oil and Gas Reserve Reports. Each Subsidiary Borrower shall deliver to the Loan Administrator and the Lender: (i) As soon as available but in any event on or before August 1as required pursuant to Section 2.02, 2010 and August 31 of each year thereafter, an the Independent Engineering Report dated effective as of the immediately preceding June 30th;Reports described in Section 2.02. (ii) As soon as Such other information, including all engineering and geotechnical data, studies and evaluations made available but to any Subsidiary Loan Party or any of its Subsidiaries or in any event on or before February 28 of each year an Internal Engineering Report dated effective as of the immediately preceding December 31st; (iii) Such other information their possession, as may be reasonably requested by the Administrative Agent or any Lender Loan Administrator with respect to the Collateral Oil and Gas Properties included or to be included in the Borrowing Base; . (iii) With the delivery of each Independent Engineering Report, a certificate from a Responsible Officer of the Borrower such Subsidiary Loan Party certifying that, to the best of his knowledge and in all material respects: (Aa) the information contained in the Independent Engineering Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, (Bb) such Subsidiary Loan Party owns good and defensible title to the Collateral Oil and Gas Properties evaluated in such Independent Engineering Report and such Properties are free of all Liens except for Permitted Liens, (c) as of the date of the evaluation of the Collateral Oil and Gas Properties included in such Independent Engineering Report, 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 Collateral Oil and Gas Properties evaluated in such Independent Engineering Report which would require the Borrower or any of its Subsidiaries such Subsidiary Loan Party to deliver Hydrocarbons produced from such Collateral Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Cd) none of its Collateral Oil and Gas Properties have been sold since the date of the last determination of the Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Collateral Oil and Gas Properties sold and in such detail as reasonably required by the Majority LendersLoan Administrator, (De) attached to the certificate is a list of its Collateral Oil and Gas Properties added to and deleted from the immediately prior Independent Engineering Report and a list showing any change in working interest or net revenue interest in its Collateral Oil and Gas Properties occurring and the reason for such change, (Ef) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, such Subsidiary Loan Party from its Collateral Oil and Gas Properties, Properties and (Fg) except as set forth on a schedule attached to the certificate, all of the Collateral Oil and Gas Properties evaluated by such Independent Engineering Report are pledged as Collateral for the Subsidiary Secured Obligations, and (G) attached to the certificate is a quarterly cash flow budget for the four quarters following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period.;

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1, 2010 and August 31 each September 30 of each year thereafteryear, an Independent Engineering Report dated effective as of the immediately preceding June 30thJuly 1 for such year; (ii) As soon as available but in any event on or before February 28 March 31 of each year an Internal Engineering Report dated effective as of the immediately preceding December 31stJanuary 1; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; Properties; (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and in all material respects: (A) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (B) the Borrower or its Subsidiary, as applicable, owns good and marketable title to the Oil and Gas Properties evaluated in such Engineering Report, as is customary in the oil and gas industry, and such Oil and Gas Properties are subject to an Acceptable Security Interest and free of all Liens except for Permitted Liens, (C) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (CD) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Lenders, (DE) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (EF) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, (FG) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (GH) attached to the certificate is a quarterly monthly cash flow budget for the four quarters twelve months following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period; provided that, notwithstanding anything herein to the contrary, this Section 5.06(c) shall not apply to the Xxxxxxx Shale Properties.

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1, 2010 and August 31 each September 30 of each year thereafteryear, an Independent Engineering Report dated effective as of the immediately preceding June 30thJuly 1 for such year; (ii) As soon as available but in any event on or before February 28 (A) May 1, 2009, and (b) March 31 of each year year, commencing with March 31, 2010, an Internal Engineering Report dated effective as of the immediately preceding December 31stJanuary 1; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and in all material respects: (A) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (B) the Borrower or its Subsidiary, as applicable, owns good and marketable title to the Oil and Gas Properties evaluated in such Engineering Report, as is customary in the oil and gas industry, and such Oil and Gas Properties are subject to an Acceptable Security Interest and free of all Liens except for Permitted Liens, (C) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (CD) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Lenders, (DE) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (EF) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, (FG) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (GH) attached to the certificate is a quarterly cash flow budget for the four quarters following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period.

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1, 2010 and August March 31 of each year thereafteryear, an Independent Engineering Report dated effective as of the immediately preceding June 30thJanuary 1 for such year; (ii) As soon as available but in any event on or before February 28 September 30 of each year an Internal Engineering Report dated effective as of the immediately preceding December 31stJuly 1; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Borrower’s and its Subsidiaries’ Oil and Gas Properties included or to be included in the Borrowing Base; Properties; (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the his best of his knowledge and in all material respects: (Aa) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correctwas prepared on the basis of assumptions, data, information, tests, or conditions believed by the Borrower to be reasonable at the time delivered, (Bb) the Borrower or its Subsidiary, as applicable, owns good and marketable title to the Oil and Gas Properties evaluated in such Engineering Report and such Properties are subject to an Acceptable Security Interest and are free of all Liens except for Permitted Liens, (c) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Cd) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Required Lenders, (De) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (Ef) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to any of its SubsidiarySubsidiaries, as applicable, from its Oil and Gas Properties, and (Fg) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (G) attached to the certificate is a quarterly cash flow budget for the four quarters following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period.;

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1, 2010 and August 31 each September 30 of each year thereafteryear, an Independent Engineering Report dated effective as of the immediately preceding June 30thJuly 1 for such year; (ii) As soon as available but in any event on or before February 28 (A) May 1, 2009 and (B) March 31 of each year year, commencing with March 31, 2010, an Internal Engineering Report dated effective as of the immediately preceding December 31stJanuary 1; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and in all material respects: (A) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (B) the Borrower or its Subsidiary, as applicable, owns good and marketable title to the Oil and Gas Properties evaluated in such Engineering Report, as is customary in the oil and gas industry, and such Oil and Gas Properties are subject to an Acceptable Security Interest and free of all Liens except for Permitted Liens, (C) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (CD) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Lenders, (DE) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (EF) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, (FG) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (GH) attached to the certificate is a quarterly cash flow budget for the four quarters following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period.

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1February 28th (or 29th, 2010 and August 31 as applicable) of each year thereafteryear, an Independent Engineering Report dated effective as of December 31 for the immediately preceding June 30thyear; (ii) As soon as available but in any event on or before February 28 August 31st of each year year, an Internal Engineering Report dated effective as of the immediately preceding December 31stJune 30; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and in all material respects: (Aa) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, (Bb) the Borrower or its Subsidiary, as applicable, owns good and defensible title to the Oil and Gas Properties evaluated in such Engineering Report, and such Properties are subject to an Acceptable Security Interest and are free of all Liens except for Permitted Liens, (c) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalancesGas Imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Cd) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Required Lenders, (De) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (Ef) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, (Fg) except as set forth on a schedule attached to the certificate, all 90% of the Oil and Gas Properties PV-10 of the Proven Reserves evaluated by such Engineering Report are pledged as Collateral for the ObligationsObligations and attached to the certificate is a schedule detailing compliance with Section 5.08, and (Gh) attached to the certificate is a quarterly monthly cash flow budget for the four quarters 12 months following the delivery of such certificate setting forth the Borrower’s 's projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period.;

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 131, 2010 2013 and August 31 31st of each year thereafter, an Independent Internal Engineering Report dated effective as of the immediately preceding June 30th; (ii) As soon as available but in any event on or before February 28 28, 2014 and February 28th of each year an Internal Independent Engineering Report dated effective as of the immediately preceding December 31st; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and in all material respects: (A) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (B) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries Guarantor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (C) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Required Lenders, (D) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (E) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiaryany Guarantor, as applicable, from its Oil and Gas Properties, and (F) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Report are pledged as Collateral for the Secured Obligations, and (G) attached to the certificate is a quarterly cash flow budget for the four quarters following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period.

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1, 2010 and August 31 April 1 of each year thereafter, an Independent Engineering Report dated effective as of the immediately preceding June 30thJanuary 1st; (ii) As soon as available but in any event on or before February 28 October 1 of each year an Internal Engineering Report dated effective as of the immediately preceding December 31stJuly 1st; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and in all material respects: : (A) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (B) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (C) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Required Lenders, (D) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (E) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, and (F) except as set forth on a schedule attached to the certificate, all at least 90% (by value) of the Proved Reserves (and associated Oil and Gas Properties Properties) evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (G) attached to the certificate is a quarterly cash flow budget for the four quarters following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period.

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1, 2010 and August 31 April 1 of each year thereafteryear, an Independent Engineering Report dated effective prepared as of the immediately preceding June 30thDecember 31; (ii) As soon as available but in any event on or before February 28 October 1 of each year an Internal Engineering Report dated effective prepared as of the immediately preceding December 31stJune 30; (iii) Such other information as may be reasonably requested by the Administrative Agent Agent, or any Lender through the Administrative Agent, with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower Representative certifying that, to the best of his knowledge and in all material respects: (Aa) the factual information contained provided by each Borrower in connection with the preparation of the Engineering Report and any other information delivered in connection therewith is was true and correct, (Bb) COI owns good and defensible title to the Oil and Gas Properties evaluated in such Engineering Report and purported to be owned by COI, such Properties are free of all Liens except for Permitted Liens and such Properties are subject to an Acceptable Security Interest to the extent required by this Agreement, (c) 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 COI’s Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries COI to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Cd) none of its the Oil and Gas Properties of COI that are included in the Borrowing Base 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 such Oil and Gas Properties sold and in such detail as reasonably required by the Majority LendersAdministrative Agent, (De) attached to the certificate is a list of its Oil and Gas Properties of COI added to and deleted from the immediately prior Engineering 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, (Ef) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, COI from its Oil and Gas PropertiesProperties that are included in the Borrowing Base, (Fg) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties of COI classified as Proven Reserves and evaluated by such Engineering Report that are included in the Borrowing Base are pledged as Collateral for the Obligations, and (Gh) to the extent required by the Administrative Agent, attached to the certificate is a quarterly monthly cash flow budget for the four quarters six months following the delivery of such certificate setting forth the BorrowerCOI’s projections for production volumes, revenues, expenses, taxes and taxes, budgeted capital expenditures and working capital requirements during such period.; provided that, if Contango and/or CEC acquires any Oil and Gas Properties that are to be included in the Borrowing Base, the reports and statements described above shall also apply to Contango and/or CEC, as the case may be, and such Oil and Gas Properties;

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1, 2010 and August 31 March 1 of each year thereafteryear, an Independent Engineering Report dated effective as of the immediately preceding June 30thJanuary 1 for such year; (ii) As soon as available but in any event on or before February 28 September 1 of each year year, beginning with September 1, 2009, an Internal Engineering Report dated effective as of the immediately preceding December 31stJuly 1 for such year; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the his best of his knowledge and in all material respects: (Aa) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (Bb) the Borrower or its Subsidiary, as applicable, owns good and marketable title to the Oil and Gas Properties evaluated in such Engineering Report, and such Properties are subject to an Acceptable Security Interest and are free of all Liens except for Permitted Liens, (c) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Cd) none of its or its Subsidiaries’ 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Required Lenders, (De) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (Ef) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to any of its SubsidiarySubsidiaries, as applicable, from its Oil and Gas Properties, (Fg) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (Gh) attached to the certificate is a quarterly monthly cash flow budget for the four quarters 12 months following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period., and (i) the Borrower is in compliance with Section 5.12(b);

Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent: (i) As soon as available but in any event on or before August July 1, 2010 and August 31 of each year thereafter2014, an Independent Internal Engineering Report dated effective as of the immediately preceding June 30th1, 2014; (ii) As soon as available but in any event on or before February 28 October 1 of each year year, an Internal Engineering Report dated effective as of the immediately preceding December 31stSeptember 1st; (iii) [Reserved]; (iv) As soon as available but in any event on or before April 1 of each year an Independent Engineering Report dated effective as of the immediately preceding March 1st; (v) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (vi) With the delivery of each Engineering Report, a certificate from a Responsible Officer (a “Borrowing Base Certificate”) of the Borrower certifying that, to the best of his knowledge and in all material respects: (A) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (B) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or take-or-pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (C) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Required Lenders, (D) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (E) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, (F) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (G) attached to the certificate is a quarterly cash flow budget for the four quarters following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period, and (H) attached to the certificate is a list of any real property other than Oil and Gas Properties acquired since the delivery of the previous Engineering Report which is either (i) material to the operations of the Credit Parties, or (ii) has a fair market value in excess of $2,000,000.

Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent: (i) As soon as available but in any event on or before August July 1, 2010 and August 31 of each year thereafter2013, an Independent Internal Engineering Report dated effective as of the immediately preceding June 30th1, 2013; (ii) As soon as available but in any event on or before February 28 October 1 of each year year, an Internal Engineering Report dated effective as of the immediately preceding December 31stSeptember 1st; (iii) As soon as available but in any event on or before January 1, 2014, an Internal Engineering Report dated effective as of December 1, 2013; (iv) As soon as available but in any event on or before April 1 of each year an Independent Engineering Report dated effective as of the immediately preceding March 1st; (v) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (vi) With the delivery of each Engineering Report, a certificate from a Responsible Officer (a “Borrowing Base Certificate”) of the Borrower certifying that, to the best of his knowledge and in all material respects: (A) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (B) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or take-or-pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (C) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Required Lenders, (D) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (E) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, (F) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (G) attached to the certificate is a quarterly cash flow budget for the four quarters following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period, and (H) attached to the certificate is a list of any real property other than Oil and Gas Properties acquired since the delivery of the previous Engineering Report which is either (i) material to the operations of the Credit Parties, or (ii) has a fair market value in excess of $2,000,000.

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1, 2010 and August 31 April 1 of each year thereafter, an Independent Engineering Report dated effective as of the immediately preceding June 30thJanuary 1st; (ii) As soon as available but in any event on or before February 28 October 1 of each year an Internal Engineering Report dated effective as of the immediately preceding December 31stJuly 1st; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and in all material respects: : (A) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (B) 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 the Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries Loan Party to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (C) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Required Lenders, (D) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (E) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, any Loan Party from its Oil and Gas Properties, and (F) except as set forth on a schedule attached to the certificate, all at least 90% (by value) of the Proved Reserves (and associated Oil and Gas Properties Properties) evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (G) attached to the certificate is a quarterly cash flow budget for the four quarters following the delivery of such certificate setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period.

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August each June 1, 2010 September 1, and August 31 December 1, of each year thereafteryear, an Independent Internal Engineering Report dated effective as of the immediately preceding June 30th;April 1, July 1 or October 1, respectively, for such year. (ii) As soon as available but in any event on or before February 28 March 15 of each year an Internal Independent Engineering Report dated effective as of the immediately preceding December 31st;January 1 for such year. (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; . (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and in all material respects: (Aa) except for projections which have been made on the basis of the best available information and accepted petroleum engineering practices, the information contained in the Engineering Report and any other information delivered in connection therewith is true and correct, (Bb) the Borrower owns good and defensible title to the Oil and Gas Properties evaluated in such Engineering Report and such Properties are free of all Liens except for Permitted Liens, (c) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Cd) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Lenders, (De) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (Ef) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, (Fg) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Report are pledged as Collateral for the Obligations, (h) the projections made in such Engineering Report also take into account projected Capital Expenditures for the period therein specified, and (Gi) attached to the certificate is a quarterly cash flow budget for the four quarters following the delivery of such certificate setting forth projected Capital Expenditures were determined in good faith and based on reasonable assumptions regarding the Borrower’s projections 's and its Subsidiaries' (other than Foreign Subsidiaries') Capital Expenditure requirements for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period.

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1, 2010 and August 31 April 1 of each year thereafteryear, an Independent Engineering Report dated effective prepared as of the immediately preceding June 30thDecember 31; (ii) As soon as available but in any event on or before February 28 October 1 of each year an Internal Engineering Report dated effective prepared as of the immediately preceding December 31stJune 30; (iii) Such other information as may be reasonably requested by the Administrative Agent Agent, or any Lender through the Administrative Agent, with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower Representative certifying that, to the best of his knowledge and in all material respects: (Aa) the factual information contained provided by each Borrower in connection with the preparation of the Engineering Report and any other information delivered in connection therewith is was true and correct, (Bb) CRC owns good and defensible title to the Oil and Gas Properties evaluated in such Engineering Report that are purported to be owned by CRC, such Properties are free of all Liens except for Permitted Liens and such Properties are subject to an Acceptable Security Interest to the extent required by this Agreement, (c) 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 CRC’s Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries CRC to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Cd) none of its the Oil and Gas Properties of CRC 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority LendersAdministrative Agent, (De) attached to the certificate is a list of its Oil and Gas Properties of CRC added to and deleted from the immediately prior Engineering 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, (Ef) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, CRC from its Oil and Gas Properties, (Fg) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties of CRC classified as Proven Reserves and evaluated by such Engineering Report are pledged as Collateral for the Obligations, and (Gh) to the extent required by the Administrative Agent, attached to the certificate is a quarterly monthly cash flow budget for the four quarters six months following the delivery of such certificate setting forth the BorrowerCRC’s projections for production volumes, revenues, expenses, taxes and taxes, budgeted capital expenditures and working capital requirements during such period.; provided that, if Contango acquires any Oil and Gas Properties, the reports and statements described above shall also apply to Contango and its Oil and Gas Properties;

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before August 1February 28th (or 29th, 2010 and August 31 as applicable) of each year thereafteryear, an Independent Engineering Report dated effective as of December 31 for the immediately preceding June 30thyear; (ii) As soon as available but in any event on or before February 28 August 31st of each year year, an Internal Engineering Report dated effective as of the immediately preceding December 31stJune 30; (iii) Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; ; (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and in all material respects: (Aa) the information contained in the Engineering Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, (Bb) the Borrower or its Subsidiary, as applicable, owns good and defensible title to the Oil and Gas Properties evaluated in such Engineering Report, and such Properties are subject to an Acceptable Security Interest (except to the extent any such Oil and Gas Properties are not required by the terms of this Agreement or any other Loan Documents to be subject to an Acceptable Security Interest) and are free of all Liens except for Permitted Liens, (c) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalancesGas Imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Cd) none of its 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 Oil and Gas Properties sold and in such detail as reasonably required by the Majority Required Lenders, (De) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (Ef) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, (Fg) except as set forth on a schedule attached to the certificate, all 90% of the Oil and Gas Properties PV-10 of the Proven Reserves evaluated by such Engineering Report are pledged as Collateral for the ObligationsObligations and attached to the certificate is a schedule detailing compliance with Section 5.08, and (Gh) attached to the certificate is a quarterly monthly cash flow budget for the four quarters 12 months following the delivery of such certificate setting forth the Borrower’s 's projections for production volumes, revenues, expenses, taxes and budgeted capital expenditures during such period.;

Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the DIP Agent: (i) As soon as available but in any event on or before August 1, 2010 and August 31 October 1 of each year thereafter(beginning October 1, 2020), an Independent Engineering Internal Reserve Report dated effective as of the immediately preceding June 30thJuly 1st; (ii) As soon as available but in any event on or before February 28 April 1 of each year (beginning April 1, 2021) an Internal Engineering Independent Reserve Report dated effective as of the immediately preceding December 31stJanuary 1st; (iii) Such other information as may be reasonably requested by the Administrative DIP Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; Properties; (iv) With the delivery of each Engineering Reserve Report, a certificate from a Responsible Officer (a "Reserve Report Certificate") of the Borrower certifying that, to the best of his knowledge and in all material respects: (A) the information contained in the Engineering Reserve Report and any other information delivered in connection therewith is true and correct, (B) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or take-or-pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Reserve Report which would require the Borrower or any of its Restricted Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (C) none of its Oil and Gas Properties which are classified as Proven Reserves have been sold since the date of the last Borrowing Base determination 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 required by the Majority LendersDIP Agent, (D) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Engineering 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, (E) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiary, as applicable, from its Oil and Gas Properties, (F) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Engineering Reserve Report are pledged as Collateral for the DIP Obligations, and (GE) attached to the certificate is a quarterly cash flow budget for the four quarters following list of any real property other than Oil and Gas Properties acquired since the delivery of such certificate setting forth the Borrower’s projections for production volumesprevious Reserve Report which is either (i) material to the operations of the Loan Parties, revenues, expenses, taxes and budgeted capital expenditures during such periodor (ii) has a fair market value in excess of $10,000,000.