Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent: (i) For the November 1 Borrowing Base redetermination, as soon as available but in any event on or before October 1 of each year (beginning October 1, 2014), an Internal Reserve Report dated effective as of the immediately preceding July 1st ; provided that for the November 1, 2014 Borrowing Base redetermination, the Internal Reserve Report shall be dated effective as of September 1, 2014; (ii) For the February 1 Borrowing Base redetermination, as soon as available but in any event on or before January 1, 2015, an Internal Reserve Report dated effective as of the immediately preceding December1st; (iii) For the May 1 Borrowing Base redetermination, as soon as available but in any event on or before April 1 of each year (beginning April 1, 2015) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015; (iv) For the August 1 Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Report dated effective as of the immediately preceding June 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 Reserve 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 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-pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve 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 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 Administrative Agent, (D) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Reserve Report are pledged as Collateral for the Obligations, and (E) attached to the certificate is a 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 $5,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Extraction Oil & Gas, LLC), Credit Agreement (Extraction Oil & Gas, LLC)
Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent:
(i) For the November 1 Borrowing Base redetermination, as As soon as available but in any event on or before October March 1 of each year (beginning October 1, 2014), an Internal Reserve Independent Engineering Report dated effective as of the immediately preceding July 1st ; provided that for the November 1, 2014 Borrowing Base redetermination, the Internal Reserve Report shall be January 1 (or dated effective as of September 1, 2014such later date agreed to by the Administrative Agent pursuant to Section 2.2(b)(ii)) in connection with the Scheduled Redetermination to occur on or about April 1 of such year;
(ii) For the February 1 Borrowing Base redetermination, as As soon as available but in any event on or before January 1, 2015, September 1 of such year an Internal Reserve Engineering Report dated effective as of July 1 (or dated effective as of such later date agreed to by the immediately preceding December1stAdministrative Agent pursuant to Section 2.2(b)(i)) for the Scheduled Redetermination to occur on or about October 1 of each year, which Internal Engineering Report shall be prepared in accordance with the procedures in the Independent Engineering Report effective as of the prior January 1 (or dated effective as of such later date agreed to by the Administrative Agent pursuant to Section 2.2(b)(ii));
(iii) For the May 1 Borrowing Base redetermination, as soon as available but in any event on or before April 1 of each year (beginning April 1, 2015) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015;
(iv) For the August 1 Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Report dated effective as of the immediately preceding June 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;; and
(viiv) With the delivery of each Reserve Engineering Report, (A) a certificate from a Responsible Officer in substantially the same form as Exhibit L (a “Borrowing Base Reserve Report Certificate”) of the Borrower certifying that, to the best of his knowledge and in all material respects: (A1) the information contained in the Reserve Engineering Report and any other information delivered in connection therewith is true and correct, (2) such other information as the Administrative Agent shall reasonably request, and (3) that the Borrower is in compliance with Section 5.15, and (B) except an updated Schedule 4.23 setting forth the information required by Section 4.23 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 Reserve 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 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 Administrative Agent, (D) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Reserve Report are pledged as Collateral for the Obligations, and (E) attached to the certificate is a 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 $5,000,000such Engineering Report.
Appears in 2 contracts
Samples: Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.)
Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent:
(i) For the November 1 Borrowing Base redetermination, as As soon as available but in any event on or before October each April 1 (or such date shortly thereafter as is reasonably acceptable to the Administrative Agent) of each year (beginning October 1, 2014), an Internal Reserve Independent Engineering Report dated effective as of the immediately preceding July 1st ; provided that for the November 1, 2014 Borrowing Base redetermination, the Internal Reserve Report shall be January 1 (or dated effective as of September 1, 2014such later date agreed to by the Administrative Agent pursuant to Section 2.2(b)(i)) in connection with the Semi-Annual Redetermination to occur on or about May 1 of such year;
(ii) For the February 1 Borrowing Base redetermination, as As soon as available but in any event on or before January 1, 2015, each October 1 (or such date shortly thereafter as is reasonably acceptable to the Administrative Agent) of such year an Internal Reserve Engineering Report dated effective as of July 1 (or dated effective as of such later date agreed to by the immediately preceding December1stAdministrative Agent pursuant to Section 2.2(b)(ii)) for the Semi-Annual Redetermination to occur on or about November 1 of each year, which Internal Engineering Report shall be prepared in accordance with the procedures in the Independent Engineering Report effective as of the prior January 1 (or dated effective as of such later date agreed to by the Administrative Agent pursuant to Section 2.2(b)(i)); provided, for the First Scheduled Redetermination, the Borrower shall, in addition to the foregoing, also deliver a reserve report prepared by an Independent Engineer dated as of a date acceptable to the Administrative Agent evaluating the Acquired Linn Assets consisting of “proved and undeveloped” reserves;
(iii) For the May 1 Borrowing Base redetermination, as soon as available but in any event on or before April 1 of each year (beginning April 1, 2015) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015;
(iv) For the August 1 Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Report dated effective as of the immediately preceding June 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;; and
(viiv) With the delivery of each Reserve Engineering Report, (A) a certificate from a Responsible Officer in substantially the same form as Exhibit L (a “Borrowing Base Reserve Report Certificate”) of the Borrower certifying that, to the best of his knowledge and in all material respects: (A1) the information contained in the Reserve Engineering Report and any other information delivered in connection therewith is true and correct, and (2) such other information as the Administrative Agent shall reasonably request, and (B) except an updated Schedule 4.23 setting forth the information required by Section 4.23 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 Reserve 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 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 Administrative Agent, (D) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Reserve Report are pledged as Collateral for the Obligations, and (E) attached to the certificate is a 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 $5,000,000such Engineering Report.
Appears in 2 contracts
Samples: Credit Agreement (Berry Petroleum Corp), Credit Agreement (Berry Petroleum Corp)
Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent:
(i) For the November 1 Borrowing Base redetermination, as As soon as available but in any event on or before October 1 February 28th (or 29th, as applicable) of each year (beginning October 1, 2014)year, an Internal Reserve Independent Engineering Report dated effective as of the immediately preceding July 1st December 31; provided that for the November 1Independent Engineering Report due on February 29, 2014 Borrowing Base redetermination, the Internal Reserve Report 2008 shall be dated effective as of September 1, 2014delivered in accordance with Section 2.02(b)(i) hereof;
(ii) For the February 1 Borrowing Base redetermination, as As soon as available but in any event on or before January 1, 2015August 31st of each year, an Internal Reserve Report dated effective as of the immediately preceding December1st;
(iii) For the May 1 Borrowing Base redetermination, as soon as available but in any event on or before April 1 of each year (beginning April 1, 2015) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015;
(iv) For the August 1 Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Engineering Report dated effective as of the immediately preceding June 1st30;
(viii) 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;
(viiv) With the delivery of each Reserve 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: (Aa) (i) the factual information contained in the Reserve Engineering Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, and (ii) all estimates and projections contained in the Engineering Report and any other information delivered in connection therewith was prepared on the basis of assumptions, data, information, tests, or conditions believed to be reasonable at the time such Engineering Report or other information was delivered, (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 to the extent required herein 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-take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve 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 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 Administrative AgentRequired 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, (f) 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, (g) 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 Reserve Engineering Report are pledged as Collateral for the ObligationsObligations and attached to the certificate is a schedule detailing compliance with Section 5.08, and (Eh) attached to the certificate is a list of any real property other than Oil and Gas Properties acquired since monthly cash flow budget for the 12 months following the delivery of such certificate setting forth the previous Reserve Report which is either (i) material to the operations of the Loan PartiesBorrower's projections for production volumes, or (ii) has a fair market value in excess of $5,000,000.revenues, expenses, taxes and budgeted capital expenditures during such period;
Appears in 2 contracts
Samples: Credit Agreement (Abraxas Energy Partners LP), Credit Agreement (Abraxas Petroleum Corp)
Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent:
(i) For the November 1 Borrowing Base redetermination, as As soon as available but in any event on or before October each March 1 (or such date shortly thereafter as is reasonably acceptable to the Administrative Agent) of each year (beginning October 1, 2014), an Internal Reserve Independent Engineering Report dated effective as of the immediately preceding July 1st ; provided that for the November 1, 2014 Borrowing Base redetermination, the Internal Reserve Report shall be January 1 (or dated effective as of September 1, 2014such later date agreed to by the Administrative Agent pursuant to Section 2.2(b)(i)) in connection with the Scheduled Redetermination to occur on or about April 1 of such year;
(ii) For the February 1 Borrowing Base redetermination, as As soon as available but in any event on or before January 1, 2015, each September 1 (or such date shortly thereafter as is reasonably acceptable to the Administrative Agent) of such year an Internal Reserve Engineering Report dated effective as of July 1 (or dated effective as of such later date agreed to by the immediately preceding December1stAdministrative Agent pursuant to Section 2.2(b)(ii)) for the Scheduled Redetermination to occur on or about October 1 of each year, which Internal Engineering Report shall be prepared in accordance with the procedures in the Independent Engineering Report effective as of the prior January 1 (or dated effective as of such later date agreed to by the Administrative Agent pursuant to Section 2.2(b)(i));
(iii) For the May 1 Borrowing Base redetermination, as soon as available but in any event on or before April 1 of each year (beginning April 1, 2015) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015;
(iv) For the August 1 Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Report dated effective as of the immediately preceding June 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;; and
(viiv) With the delivery of each Reserve Engineering Report, (A) a certificate from a Responsible Officer in substantially the same form as Exhibit L (a “Borrowing Base Reserve Report Certificate”) of the Borrower certifying that, to the best of his knowledge and in all material respects: (A1) the information contained in the Reserve Engineering Report and any other information delivered in connection therewith is true and correct, and (2) such other information as the Administrative Agent shall reasonably request, and (B) except an updated Schedule 4.23 setting forth the information required by Section 4.23 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 Reserve 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 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 Administrative Agent, (D) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Reserve Report are pledged as Collateral for the Obligations, and (E) attached to the certificate is a 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 $5,000,000such Engineering Report.
Appears in 2 contracts
Samples: Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.)
Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent:
(i) For the November 1 Borrowing Base redetermination, as As soon as available but in any event on or before October 1 February 28th (or 29th, as applicable) of each year (beginning October 1, 2014)year, an Internal Reserve Independent Engineering Report dated effective as of the immediately preceding July 1st December 31; provided that for the November 1Independent Engineering Report due on February 29, 2014 Borrowing Base redetermination, the Internal Reserve Report 2008 shall be comprised of (A) an Independent Engineering Report dated effective as of September 1December 31, 20142007 and delivered on or before February 29, 2008, covering all of the Oil and Gas Properties owned by the Borrower or any of its Subsidiaries (other than those Oil and Gas Properties acquired pursuant to the Closing Date Acquisition), and (B) an Independent Engineering Report dated effective as of a date on or before March 31, 2008 and delivered on or before April 30, 2008, covering all of the Oil and Gas Properties acquired by the Borrower or any of its Subsidiaries pursuant to the Closing Date Acquisition, in each case, together with such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base;
(ii) For the February 1 Borrowing Base redetermination, as shall be delivered in accordance with Section 2.02(b)(i) hereof;
(iii) As soon as available but in any event on or before January 1, 2015August 31st of each year, an Internal Reserve Report dated effective as of the immediately preceding December1st;
(iii) For the May 1 Borrowing Base redetermination, as soon as available but in any event on or before April 1 of each year (beginning April 1, 2015) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015;
(iv) For the August 1 Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Engineering Report dated effective as of the immediately preceding June 1st30;
(viv) 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;
(viv) With the delivery of each Reserve 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: (Aa) (i) the factual information contained in the Reserve Engineering Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, and (ii) all estimates and projections contained in the Engineering Report and any other information delivered in connection therewith was prepared on the basis of assumptions, data, information, tests, or conditions believed to be reasonable at the time such Engineering Report or other information was delivered, (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 to the extent required herein 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-take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve 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 which are classified as Proven Reserves have been sold since the date of the last Borrowing Base determination under the Senior Credit Agreement 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 Administrative AgentRequired 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, (f) 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, (g) 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 Reserve Engineering Report are pledged as Collateral for the ObligationsObligations and attached to the certificate is a schedule detailing compliance with Section 5.08, and (Eh) attached to the certificate is a list of any real property other than Oil and Gas Properties acquired since monthly cash flow budget for the 12 months following the delivery of such certificate setting forth the previous Reserve Report which is either (i) material to the operations of the Loan PartiesBorrower's projections for production volumes, or (ii) has a fair market value in excess of $5,000,000.revenues, expenses, taxes and budgeted capital expenditures during such period;
Appears in 2 contracts
Samples: Subordinated Credit Agreement (Abraxas Energy Partners LP), Subordinated Credit Agreement (Abraxas Petroleum Corp)
Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent:
(i) For the November 1 Borrowing Base redetermination, as As soon as available but in any event on or before October March 1 of each year (beginning October 1, 2014)year, an Internal Reserve Independent Engineering Report dated effective as of December 31 for the immediately preceding July 1st ; provided that for the November 1, 2014 Borrowing Base redetermination, the Internal Reserve Report shall be dated effective as of September 1, 2014year;
(ii) For the February 1 Borrowing Base redetermination, as As soon as available but in any event on or before January 1, 2015September 1 of each year, an Internal Reserve Report dated effective as of the immediately preceding December1st;
(iii) For the May 1 Borrowing Base redetermination, as soon as available but in any event on or before April 1 of each year (beginning April 1, 2015) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015;
(iv) For the August 1 Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Engineering Report dated effective as of the immediately preceding June 1st30;
(viii) Each Engineering Report delivered pursuant to Section 5.06(g)(i) or (ii) shall be accompanied by a certificate, executed by a Responsible Officer of the Borrower in the form of Exhibit K attached hereto, which (A) sets forth the Mortgaged Property Value, (B) either (y) demonstrates and certifies that the Mortgaged Property Value equals or exceeds 85% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries as set forth in such Engineering Report or (z) demonstrates and certifies the amount by which the Mortgaged Property Value is less than 85% of the PV-10 of the Proven Reserves and Oil and Gas Properties in connection therewith of the Borrower and its Subsidiaries and agrees that the Borrower shall take all actions required under Section 5.11 hereof within the period required by such Section 5.11, and (C) certifies a true, correct and complete schedule of all Hedge Contracts of the Loan Parties, specifying the type of Hedge Contract, pricing arrangements, volume, expiration, counterparty, and such other information as may be reasonably requested by the Administrative Agent.
(iv) 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;
(viv) With the delivery of each Reserve 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: (Aa) the information contained in the Reserve Engineering Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in any such report are necessarily based upon professional opinions, estimates and projections, (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-take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve 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 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 Administrative AgentRequired 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, (f) 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 (g) except as set forth on a schedule attached to the certificate, all 85% of the PV-10 of the Proven Reserves and Oil and Gas Properties in connection therewith evaluated by such Reserve Engineering Report are pledged as Collateral for the Obligations, Obligations and (E) attached to the certificate is a 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 $5,000,000.schedule detailing compliance with Section 5.08;
Appears in 1 contract
Samples: Credit Agreement (Isramco Inc)
Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent:
(i) For the November 1 Borrowing Base redetermination, as As soon as available but in any event on or before October 1 March 15 of each year (beginning October 1, 2014)year, an Internal Reserve Independent Engineering Report dated effective as of January 1 for the immediately preceding July 1st ; provided that for the November 1, 2014 Borrowing Base redetermination, the Internal Reserve Report shall be dated effective as of September 1, 2014year;
(ii) For the February 1 Borrowing Base redetermination, as As soon as available but in any event on or before January 1, 2015September 15 of each year, an Internal Reserve Report Engineering Report, dated effective as of the immediately preceding December1stJuly 1;
(iii) For the May 1 Borrowing Base redetermination, as soon as available but in any event on or before April 1 of each year (beginning April 1, 2015) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015;
(iv) For the August 1 Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Report dated effective as of the immediately preceding June 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 BaseBase or in any Engineering Report, and the Borrower shall host an in- person or telephonic meeting for the Lenders concurrently with the delivery of each Engineering Report, regardless of whether a Borrowing Base will be determined based on such Engineering Report;
(viiv) With the delivery of each Reserve 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 Reserve Engineering Report and any other information delivered in connection therewith is true and correct in all material respects, (B) if the net revenue interest and working interest of the xxxxx evaluated in such Engineering Report are identified in such Engineering Report, that the representation in Section 4.13(b) shall be true and correct as to the net revenue interests and working interests evaluated in such Engineering Report, and if the net revenue interest and working interest of the xxxxx evaluated in such Engineering Report are not identified in such Engineering Report, attached thereto is a schedule (the “WI/NRI Schedule”) of all xxxxx evaluated in such Engineering Report, including the net revenue interest and working interest for such well, as to which the representation in Section 4.13(b) shall be true and correct, (BC) the Borrower or its Subsidiary or the Joint Venture, 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, (D) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalancesGas Imbalances, take-or-take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve 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 therefortherefor that in the aggregate are in excess of an amount equal to 3% of the Proven Reserves categorized as “proved, developed and producing” on such Engineering Report, (CE) none of its (1) no Oil and Gas Properties which are classified as owned by the Joint Venture in an amount greater than 4% of the Proven Reserves categorized as “proved, developed and producing” on the most recently delivered Engineering Report, and (2) none of the Oil and Gas Properties owned by the Borrower or its Subsidiaries have been sold or otherwise disposed of since the date of the last Borrowing Base determination 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 Administrative AgentRequired Lenders, (DF) attached to the certificate is a list of (1) any Oil and Gas Properties owned by the Joint Venture in an amount greater than 4% of the Proven Reserves categorized as “proved, developed and producing” on the most recently delivered Engineering Report, and (2) any Oil and Gas Properties owned by the Borrower and its Subsidiaries 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, (G) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiaries, as applicable, from its Oil and Gas Properties, (H) except as set forth on a schedule attached to the certificate, all 90% of the Oil PV-10 of the Proven Reserves of the Borrower and Gas Properties its Subsidiaries evaluated by such Reserve Engineering Report are pledged as Collateral for the ObligationsObligations and attached to the certificate is a schedule detailing compliance with Section 5.08, and (EI) attached to the certificate is a list of any real property other than Oil and Gas Properties acquired since the delivery of the previous Reserve Engineering Report which is either (i1) material to the operations of the Loan PartiesBorrower or any of its Subsidiaries, or (ii2) has a fair market value in excess of $5,000,000250,000;
(v) [reserved]; and
(vi) With each Engineering Report, a copy of the consolidated twelve month budget (including a quarterly projected consolidated balance sheet, income statement and cash flow statement) of the Borrower and its Subsidiaries in form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, Deliver to the Administrative Agent and each Lender, no later than April 1 of each year during the term of this Agreement, engineering reports in form and substance satisfactory to the Agent:
, certified by any nationally- or regionally-recognized independent consulting petroleum engineers reasonably acceptable to the Agent, fairly and accurately setting forth (i) For the November 1 Borrowing Base redeterminationproven and producing, shut-in, behind-pipe, and undeveloped oil and gas reserves (separately classified as soon such) attributable to the Mortgaged Properties as available but in any event on or before of December 31 of the immediately preceding year for which such reserve reports are furnished, (ii) the aggregate present value of the future net income with respect to such Mortgaged Properties that are proved and producing reserves, discounted at a stated per annum discount rate of proven and producing reserves, (iii) projections of the annual rate of production, gross income, and net income with respect to such proven and producing reserves, and (iv) information with respect to the "take-or-pay," "prepayment," and gas-balancing liabilities of the Borrowers.
(a) Deliver to the Agent and each Lender no later than October 1 of each year (beginning October 1during the term of this Agreement, 2014), an Internal Reserve Report dated effective engineering reports in form and substance satisfactory to the Agent prepared by or under the supervision of a qualified petroleum engineer or other Person designated by the Borrowers and acceptable to the Agent evaluating the Mortgaged Properties as of June 30 of the immediately preceding July 1st year for which such reserve reports are furnished and updating the information provided in the reports pursuant to Section 5.4(a).
(b) Within 30 days after the end of each calendar month commencing with the calendar month ending August 31, 1997, a written report on all Swap Obligations, to be in a form and substance reasonably satisfactory to the Agent and the Lenders; and
(c) Each of the reports provided that for the November 1, 2014 Borrowing Base redetermination, the Internal Reserve Report pursuant to this Section shall be dated effective as submitted to the Agent and each Lender together with additional data concerning pricing, quantities of September 1production from the Mortgaged Properties, 2014;
(ii) For the February 1 Borrowing Base redeterminationvolumes of production sold, as soon as available but in any event on or before January 1purchasers of production, 2015gross revenues, an Internal Reserve Report dated effective as of the immediately preceding December1st;
(iii) For the May 1 Borrowing Base redeterminationexpenses, as soon as available but in any event on or before April 1 of each year (beginning April 1, 2015) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015;
(iv) For the August 1 Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Report dated effective as of the immediately preceding June 1st;
(v) Such and such other information as may be reasonably requested by the Administrative Agent or any Lender and engineering and geological data with respect to thereto as the Oil and Gas Properties included or to be included in the Borrowing Base;
(vi) With the delivery of each Reserve 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 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-pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve 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 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 Agent may reasonably required by the Administrative Agent, (D) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Reserve Report are pledged as Collateral for the Obligations, and (E) attached to the certificate is a 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 $5,000,000request.
Appears in 1 contract
Samples: Credit Agreement (Texoil Inc /Nv/)
Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent:
(i) For At all times during the November 1 Borrowing Base redeterminationterm of this Agreement, regardless of whether a BB Period is in effect, as soon as available but in any event on or before October 1 March 31st (or April 30th, in the event the Borrower is not then a public company required to file reports with the SEC), of each year year, commencing with March 31, 2011 (beginning October 1or April 30, 20142011, if applicable), an Internal Reserve Independent Engineering Report dated effective as of the immediately preceding July 1st ; provided that for the November 1, 2014 Borrowing Base redetermination, the Internal Reserve Report shall be dated effective as of September 1, 2014December 31 st;
(ii) For At all times during the February 1 Borrowing Base redeterminationterm of this Agreement, regardless of whether a BB Period is in effect, as soon as available but in any event on or before January 1September 30th (or October 31st, 2015in the event the Borrower is not then a public company required to file reports with the SEC), an Internal Reserve Report dated effective as of the immediately preceding December1st;
(iii) For the May 1 Borrowing Base redetermination, as soon as available but in any event on or before April 1 of each year (beginning April 1, 2015) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015;
(iv) For the August 1 Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Engineering Report dated effective as of the immediately preceding June 1st30;
(viii) 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 BaseProperties;
(viiv) With At all times during the term of this Agreement, regardless of whether a BB Period is in effect, with the delivery of each Reserve Engineering Report, a certificate from a Responsible Officer (a “Borrowing Base Certificate”) of the Borrower certifying that, to the his best of his knowledge and in all material respects: (A) the information contained in the Reserve 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 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-take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve 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 therefortherefor other than imbalances which (1) occur in the ordinary course of business and (2) do not exceed 3% of the value of the Proven Reserves of the Borrower and its Subsidiaries, (Civ) none of its the Oil and Gas Properties which are classified as Proven Reserves considered for 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 Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (D) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Reserve Report are pledged as Collateral for the Obligations, and (E) attached to the certificate is a list of any real property other than its Oil and Gas Properties acquired since 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, and (vi) at all times other than during a Release Period, if requested by the Administrative Agent, attached to the certificate is a list of all Persons disbursing proceeds of production to any Obligor from such Obligor’s Oil and Gas Properties constituting Collateral; and
(v) Concurrently with each delivery of the previous Reserve Report which is either (ifinancial statements under Section 5.06(a) material to the operations or Section 5.06(b), a certificate of a Responsible Officer of Borrower setting forth as of such fiscal quarter end, a complete list of all Hydrocarbon Hedge Agreements of the Loan PartiesBorrower and its Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or (ii) has a fair volumes), the net xxxx to market value in excess thereof, any margin required or supplied under any credit support document, the counterparty to each such agreement, and a disclosure of $5,000,000.the Projected Volume for a five year period (on a rolling basis);
Appears in 1 contract
Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent:
(i) For the November 1 Borrowing Base redetermination, as As soon as available but in any event on or before October 1 March 31 of each year (beginning October 1, 2014)year, an Internal Reserve Report dated effective engineering report in form and substance meeting the requirements of the Securities and Exchange Commission for financial reporting purposes, certified by a firm or firms of independent consulting petroleum engineers approved by the Agent as fairly setting forth (A) the proved and producing, shut in, behind pipe, and undeveloped oil and gas reserves (separately classified as such) attributable to the Borrower’s consolidated Oil and Gas Properties as of December 31 of the immediately preceding July 1st ; provided that for previous year, (B) the November 1aggregate present value, 2014 Borrowing Base redeterminationdetermined on the basis of stated pricing assumptions, of the Internal Reserve Report shall be dated effective as future net income with respect to such Oil and Gas Properties, discounted at a stated per annum discount rate, and (C) projections of September 1the annual rate of production, 2014;gross income, and net income with respect to such Oil and Gas Properties.
(ii) For the February 1 Borrowing Base redetermination, as As soon as available but in any event on or before January 1, 2015September 30 of each year, an Internal Reserve Report dated effective internal engineering report in form and substance satisfactory to the Agent, certified by a Responsible Officer of the Borrower, to such Responsible Officer’s actual knowledge without investigation and not in such Responsible Officer’s individual capacity, as fairly setting forth (A) the proved and producing, shut in, behind pipe, and undeveloped oil and gas reserves (separately classified as such) attributable to the Borrower’s consolidated Oil and Gas Properties as of June 30 of such year, (B) the immediately preceding December1st;aggregate present value, determined on the basis of stated pricing assumptions, of the future net income with respect to such Oil and Gas Properties, discounted at a stated per annum discount rate, and (C) projections of the annual rate of production, gross income, and net income with respect to such Oil and Gas Properties.
(iii) For the May 1 Borrowing Base redetermination, as soon as available but in any event on Each engineering report delivered pursuant to clause (i) or before April 1 of each year (beginning April 1, 2015ii) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015;
above or clause (iv) For the August 1 Borrowing Base redeterminationbelow shall be accompanied by a certificate, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Report dated effective as of the immediately preceding June 1st;
(v) Such other information as may be reasonably requested executed 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 Reserve Report, a certificate from a Responsible Officer (a “Borrowing Base Certificate”) of the Borrower certifying thatin the form of Exhibit I attached hereto, to the best of his knowledge and in all material respects: which (A) sets forth the information contained Mortgaged Property Value, as set forth in the Reserve Report such 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 either (y) demonstrates and certifies that such Mortgaged Property Value equals or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve 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 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 Administrative Agent, (D) except as set forth on a schedule attached to the certificate, all exceeds 80% of the Oil and Gas Properties evaluated Property Value as set forth in such engineering report or (z) demonstrates and certifies the amount by which such Mortgaged Property Value is less than 80% of such Oil and Gas Property Value and agrees that the Borrower shall take all actions required under Section 5.11 hereof within the period required by such Reserve Report are pledged as Collateral for the Obligations, and Section.
(Eiv) attached (A) At least 10 days prior to the certificate is a list consummation of any real property sale, lease, transfer, or other than disposition, whether or not in the ordinary course of business, by the Borrower or any Guarantor of any Mortgaged Property for which the value of the future net income attributed thereto in the most recently delivered engineering report (individually or on a cumulative basis with all sales of Mortgaged Properties consummated since the date of such report) comprised in excess of 5% of the Mortgaged Property Value as set forth in such report, (B) at least 10 days prior to the consummation of any acquisition by the Borrower or any Guarantor of any Oil and Gas Property for which the value of the future net income attributed thereto in the engineering reports obtained in connection with such acquisition (individually or on a cumulative basis with all acquisitions of Oil and Gas Properties acquired consummated since the delivery date of such report) comprises in excess of 5% of the previous Reserve Report Oil and Gas Property Value as set forth in the engineering report most recently delivered under this Agreement, and (C) no later than 10 days following the written request of the Agent (provided that, so long as no Event of Default exists, the Agent shall not make more than 2 such requests in any calendar year), the Borrower shall provide (y) an updated internal engineering report, current as of the end of the month then most recently ended for which production data is either (i) material available and in form and substance satisfactory to the operations of Agent, setting forth the Loan Parties, or information required by clause (ii) has above for internal engineering reports and (z) a fair market value certificate as required by clause (iii) above which, in excess the case of $5,000,000any disposition of any Mortgaged Property or acquisition of any Oil and Gas Property, shall make the required calculation giving pro forma effect to such transaction (including, in the case of any disposition of any Mortgaged Property, the inclusion of any additional Oil and Gas Properties mortgaged by the Borrower or the Guarantors pursuant to Section 6.2(b)(ii) prior to or concurrently with such disposition).
(v) The Agent and the Banks acknowledge that the Oil and Gas Reserve Reports contain certain proprietary information including geological and geophysical data, maps, models, and interpretations necessary for determining the Borrowing Base and the creditworthiness of the Borrower and the Guarantors. The Agent and the Banks agree to maintain the confidentiality of such information except (A) as required by law and (B) that the Agent and the Banks may share such information with potential transferees of their interests under this Agreement if such transferees agree to maintain the confidentiality of such information.
Appears in 1 contract
Samples: Credit Agreement (Stone Energy Corp)
Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent:
(i) For the November 1 Borrowing Base redetermination, as As soon as available but in any event on or before October 1 March 15 of each year (beginning October 1, 2014)year, an Internal Reserve Independent Engineering Report dated effective as of January 1 for the immediately preceding July 1st ; provided that for the November 1, 2014 Borrowing Base redetermination, the Internal Reserve Report shall be dated effective as of September 1, 2014year;
(ii) For the February 1 Borrowing Base redetermination, as As soon as available but in any event on or before January 1, 2015September 15 of each year, an Internal Reserve Report Engineering Report, dated effective as of the immediately preceding December1stJuly 1;
(iii) For the May 1 Borrowing Base redetermination, as soon as available but in any event on or before April 1 of each year (beginning April 1, 2015) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015;
(iv) For the August 1 Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Report dated effective as of the immediately preceding June 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 BaseBase or in any Engineering Report, and the Borrower shall host an in-person or telephonic meeting for the Lenders concurrently with the delivery of each Engineering Report, regardless of whether a Borrowing Base will be determined based on such Engineering Report;
(viiv) With the delivery of each Reserve 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 Reserve Engineering Report and any other information delivered in connection therewith is true and correct in all material respects, (B) if the net revenue interest and working interest of the xxxxx evaluated in such Engineering Report are identified in such Engineering Report, that the representation in Section 4.13(b) shall be true and correct as to the net revenue interests and working interests evaluated in such Engineering Report, and if the net revenue interest and working interest of the xxxxx evaluated in such Engineering Report are not identified in such Engineering Report, attached thereto is a schedule (the “WI/NRI Schedule”) of all xxxxx evaluated in such Engineering Report, including the net revenue interest and working interest for such well, as to which the representation in Section 4.13(b) shall be true and correct, (BC) the Borrower or its Subsidiary or the Joint Venture, 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, (D) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalancesGas Imbalances, take-or-take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve 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 therefortherefor that in the aggregate are in excess of an amount equal to 4% of the Proven Reserves categorized as “proved, developed and producing” on such Engineering Report, (CE) none of its (1) no Oil and Gas Properties which are classified as owned by the Joint Venture in an amount greater than 4% of the Proven Reserves categorized as “proved, developed and producing” on the most recently delivered Engineering Report, and (2) none of the Oil and Gas Properties owned by the Borrower or its Subsidiaries have been sold or otherwise disposed of since the date of the last Borrowing Base determination 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 Administrative AgentRequired Lenders, (DF) attached to the certificate is a list of (1) any Oil and Gas Properties owned by the Joint Venture in an amount greater than 4% of the Proven Reserves categorized as “proved, developed and producing” on the most recently delivered Engineering Report, and (2) any Oil and Gas Properties owned by the Borrower and its Subsidiaries 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, (G) attached to the certificate is a list of all Persons disbursing proceeds to the Borrower or to its Subsidiaries, as applicable, from its Oil and Gas Properties, (H) except as set forth on a schedule attached to the certificate, all 85% of the Oil PV-10 of the Proven Reserves of the Borrower and Gas Properties its Subsidiaries evaluated by such Reserve Engineering Report are pledged as Collateral for the ObligationsObligations and attached to the certificate is a schedule detailing compliance with Section 5.08, and (EI) attached to the certificate is a list of any real property other than Oil and Gas Properties acquired since the delivery of the previous Reserve Engineering Report which is either (i1) material to the operations of the Loan PartiesBorrower or any of its Subsidiaries, or (ii2) has a fair market value in excess of $5,000,000250,000;
(v) [reserved]; and
(vi) With each Engineering Report, a copy of the consolidated twelve month budget (including a quarterly projected consolidated balance sheet, income statement and cash flow statement) of the Borrower and its Subsidiaries in form reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent:
(i) For the November 1 Borrowing Base redetermination, as As soon as available but in any event on or before October 1 February 28th (or 29th, as applicable) of each year (beginning October 1, 2014)year, an Internal Reserve Independent Engineering Report dated effective as of December 31 for the immediately preceding July 1st ; provided that for the November 1, 2014 Borrowing Base redetermination, the Internal Reserve Report shall be dated effective as of September 1, 2014year;
(ii) For the February 1 Borrowing Base redetermination, as As soon as available but in any event on or before January 1, 2015August 31st of each year, an Internal Reserve Report dated effective as of the immediately preceding December1st;
(iii) For the May 1 Borrowing Base redetermination, as soon as available but in any event on or before April 1 of each year (beginning April 1, 2015) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015;
(iv) For the August 1 Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Engineering Report dated effective as of the immediately preceding June 1st30;
(viii) Each Engineering Report delivered pursuant to Section 5.06(g)(i) or (ii) shall be accompanied by a certificate, executed by a Responsible Officer of the Borrower in the form of Exhibit K attached hereto, which (A) sets forth the Mortgaged Property Value, (B) either (y) demonstrates and certifies that the Mortgaged Property Value equals or exceeds 90% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries as set forth in such Engineering Report or (z) demonstrates and certifies the amount by which the Mortgaged Property Value is less than 90% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries and agrees that the Borrower shall take all actions required under Section 5.11 hereof within the period required by such Section 5.11, and (C) certifies a true, correct and complete schedule of all Hedge Contracts of the Loan Parties, specifying the type of Hedge Contract, pricing arrangements, volume, expiration, counterparty, and such other information as may be reasonably requested by the Administrative Agent.
(iv) 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;
(viv) With the delivery of each Reserve 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: (Aa) the information contained in the Reserve Engineering Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in any such report are necessarily based upon professional opinions, estimates and projections, (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-take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve 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 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 Administrative AgentRequired 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, (f) 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, (g) 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 Reserve Engineering Report are pledged as Collateral for the ObligationsObligations and attached to the certificate is a schedule detailing compliance with Section 5.08, and (Eh) attached to the certificate is a list of any real property other than Oil and Gas Properties acquired since monthly cash flow budget for the 12 months following the delivery of such certificate setting forth the previous Reserve Report which is either (i) material to the operations of the Loan PartiesBorrower’s projections for production volumes, or (ii) has a fair market value in excess of $5,000,000.revenues, expenses, taxes and budgeted capital expenditures during such period;
Appears in 1 contract
Oil and Gas Reserve Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent:
(i) For the August 1, 2017, Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2017, an Internal Reserve Report dated effective as of April 1, 2017;
(ii) For the November 1 Borrowing Base redetermination, as soon as available but in any event on or before October 1 of each year (beginning October 1, 20142017), an Internal Reserve Report dated effective as of the immediately preceding July 1st ; provided that for the November 1, 2014 Borrowing Base redetermination, the Internal Reserve Report shall be dated effective as of September 1, 2014;
(ii) For the February 1 Borrowing Base redetermination, as soon as available but in any event on or before January 1, 2015, an Internal Reserve Report dated effective as of the immediately preceding December1st1st;
(iii) For the May 1 Borrowing Base redetermination, as soon as available but in any event on or before April 1 of each year (beginning April 1, 20152018) an Independent Reserve Report dated effective as of the immediately preceding January 1st; provided that for the May 1, 2015 Borrowing Base redetermination, the Independent Reserve Report shall be dated effective as of March 1, 2015;
(iv) For the August 1 Borrowing Base redetermination, as soon as available but in any event on or before July 1, 2015, an Internal Reserve Report dated effective as of the immediately preceding June 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;
(viv) With the delivery of each Reserve 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 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-pay or other prepayments with respect to its Oil and Gas Properties evaluated in such 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 Administrative Agent, (D) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Reserve Report are pledged as Collateral for the Obligations, and (E) attached to the certificate is a 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 $5,000,00010,000,000.
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