Common use of Reserve Reports Clause in Contracts

Reserve Reports. (a) The Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during the term of this Agreement commencing March 15, 2006. Each Reserve Report shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelines, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding December 31st or June 30th, 2006as applicable. Each The Reserve Report as of December 31st of each year shall be prepared by certified one or more independent petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative AgentAgent and the June 30th Reserve Report of each year shall be prepared by or under the supervision of the “Manager of Acquisitions and Planning” (or similarly titled position) of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31st Reserve Report. (b) [Reserved]. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning each applicable Debtor owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require any Obligor Debtor to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the Petition Date except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAgent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report that the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the present value that such Mortgaged Properties represent.

Reserve Reports. (a) The Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 August 1 and February 1 during the term of this Agreement commencing March 15February 1, 20062002. Each The February 1 Reserve Report shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative AgentAgent and the August 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Obligors and for which a Responsible Officer shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding February 1 Reserve Report. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the PipelinesPipeline, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines Pipeline from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate.

Reserve Reports. (a) The On or before April 1st and October 1st of each year beginning October 1, 2022, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Borrowing Base Properties of this Agreement commencing March 15the Borrower and its Subsidiaries as of the immediately preceding December 31st (the “December 31 Reserve Report”) and June 30th (the “June 30 Reserve Report”), 2006as applicable. Each (A) December 31 Reserve Report delivered on or before April 1st of each year, shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(smore Approved Petroleum Engineers, and (B) acceptable June 30 Reserve Report delivered on or before October 1st of each year shall be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31 Reserve Report. (b) In the event of a request for an Interim Redetermination pursuant to Section 2.07(b), the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report with an “as of” date as required by the Administrative Agent as soon as commercially reasonable, but in any event no later than thirty (30) days following the receipt of such request; provided that at any time prior to delivery of such Reserve Report the Administrative Agent may, or at the direction of the Required Lenders shall, elect to use the most recently delivered Reserve Report, which such Reserve Report may be rolled forward in a customary manner. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate Reserve Report Certificate substantially in the form of Exhibit I from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) except as set forth on an exhibit to the producers owning certificate, the Oil Borrower or the other Loan Parties own good and Gas defensible title to the Borrowing Base Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, (A) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the Oil and Gas Borrowing Base Properties evaluated in such Reserve Report which would require the Borrower or any Obligor other Group Member to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Borrowing Base Properties at some future time without then or thereafter receiving full payment therefortherefor and (B) there are no take-or-pay or ship-or-pay contracts that have not been disclosed in a previous Reserve Report Certificate, (iv) attached none of their Borrowing Base Properties have been sold (other than Hydrocarbons sold in the ordinary course of business) since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate is a certificate, which exhibit shall list all of Oil its Borrowing Base Properties sold (other than Hydrocarbons sold in the ordinary course of business) and Gas Properties added to and deleted from in such detail as reasonably required by the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into by a Group Member subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Borrowing Base Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on Properties and demonstrating the percentage of the PV-10 of the Borrowing Base Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.13(a) (the certificate described herein, the “Reserve Report Certificate”). For the avoidance of doubt, the requirement to provide a schedule attached to Reserve Report Certificate shall require the certificatedelivery of such Reserve Report Certificate at the time each Reserve Report is delivered.

Reserve Reports. (a) The On or before March 15th and September 15th of each year, commencing March 15, 2013, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating, as of the term immediately preceding December 31st and June 30th, the Proved Reserves of this Agreement commencing March 15, 2006the Borrower and the Loan Parties. Each Reserve Report delivered hereunder shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agentan Approved Petroleum Engineer. (b) If a Reserve Report is delivered to the First Lien Agent or the First Lien Lenders on any interim or other dates than those set forth in Section 6.14(a), then the Borrower shall furnish to the Administrative Agent a copy of such Reserve Report. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate Reserve Report Certificate from a Responsible Officer certifying that, to of the best of his knowledge Borrower which calculates the then current Total Proved PV9 and certifies that in all material respects: (i) to the knowledge of the Borrower, the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, (ii) except as set forth in an exhibit to such certificate, the producers owning Borrower or another Loan Party has good and defensible title to the Oil and Gas Collateral Coverage Minimum of the Borrowing Base Properties evaluated in such Reserve Report have contracted (other than those Disposed of in compliance with Obligors to transport their Hydrocarbons in the PipelinesSection 7.05 since delivery of such Reserve Report) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 7.01, (iii) none of the Borrowing Base Properties have been Disposed since the date of the last Borrowing Base determination except those Borrowing Base Properties listed on such certificate 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 the Oil having been Disposed and Gas Properties evaluated in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such changeshall also attach, (vi) attached to the certificate is as schedules thereto, a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Borrowing Base Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to which constitute Collateral and demonstrating that the certificatePV-9 of the Collateral (calculated at the related Test Date) meets the Collateral Coverage Minimum.

Reserve Reports. Prior to the Investment Grade Rating Date: (a) The Borrower On or before March 1st of each year, commencing March 1, 2019, the Company shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during Report, in form and substance consistent with the term requirements set forth in the definition thereof, evaluating the Proved Oil and Gas Properties of this Agreement commencing March 15the Company and its Subsidiaries as of the immediately preceding January 1st; provided that if as of the last day of the fiscal quarter ending June 30th of such year, 2006the Consolidated Leverage Ratio for the period of four consecutive fiscal quarters ending on such day exceeds 3.00 to 1.00, then, if requested by the Administrative Agent, the Company shall furnish to the Administrative Agent and the Lenders, on or before September 1st of such year, a Reserve Report, in form and substance consistent with the requirements set forth in the definition thereof, evaluating the Proved Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding July 1st of such year. Each Reserve Report shall be either prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, or by or under the supervision of the chief engineer of the Company, who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding January 1 Reserve Report. (b) With the delivery of each Reserve Report, the Borrower Company shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report Report, as applicable, and any other information delivered in connection therewith is true and correct, (ii) the producers owning Company or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the PipelinesReport, and such Properties are free of all Liens except for Liens permitted by Section 6.03 and (iii) none of their Oil and Gas Properties have been sold (other than Hydrocarbons sold in the ordinary course of business) since the date of the most recently delivered Reserve Report hereunder 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 the which certificate shall list all of its Oil and Gas Properties evaluated sold (other than Hydrocarbons sold in the ordinary course of business) and in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to detail as required by the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateAdministrative Agent.

Reserve Reports. (a) The On or before March 31 and September 30 of each year, commencing September 30, 2011, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Borrower and its Subsidiaries as of the immediately preceding January 1st and July 1st. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers. The Reserve Report as of July 1 of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date, which shall be not more than 45 days prior to the date of delivery, as required by the Administrative Agent as soon as possible, but in any event no later than forty-five (45) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelines, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, therefore and (ivii) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from have been sold since the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all date of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property last Borrowing Base determination except as set forth on a schedule attached 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.

Reserve Reports. (a) On or before April 1st and October 1st of each year, commencing April 1, 2010, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report as of December 31st of each year shall be prepared by one or more Approved Petroleum Engineers, and the June 30th Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31st Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during prepared by or under the term supervision of this Agreement commencing March 15, 2006. Each the chief engineer of the Borrower who shall certify such Reserve Report shall to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31st Reserve Report. For any Interim Redetermination requested by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative AgentAgent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, (ii) the producers owning Borrower or its Restricted Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Oil and Gas Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating that the certificateBorrower is in compliance with Section 8.14(a).

Reserve Reports. The Borrowers’ Representative shall, at its own expense, furnish to the Administrative Agent and each Lender (ai) The prior to March 31 of each year, a Reserve Report prepared by the Independent Engineer, dated no earlier than the immediately preceding December 31, (ii) prior to September 30 of each year, a Reserve Report prepared by the engineers employed by the Borrowers dated no earlier than the immediately preceding June 30 and (iii) within 30 days following the delivery of a Borrower Redetermination Notice or a Lender Redetermination Notice, a Reserve Report prepared by the engineers employed by the Borrowers and, if requested by the Required Lenders or the Administrative Agent, within 90 days following the delivery of such notice a Reserve Report prepared by the engineers employed by the Borrowers and audited by the Independent Engineer, in each case certified by a Responsible Officer of the Borrowers’ Representative. If the Borrowers fail to deliver a Reserve Report within the time period provided for, then the Administrative Agent and the Lenders shall have the right to rely on the last Reserve Report previously delivered by the Borrowers with any such adjustments and taking into account any additional information as the Technical Banks may deem appropriate in their sole discretion. Concurrently with the delivery of the Reserve Reports, the Borrowers shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during the term of this Agreement commencing March 15, 2006. Each Reserve Report shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders Lender a certificate from of a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelines, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs material additions to or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons material deletions from the Oil and Gas Properties evaluated and the Borrowing Base Properties listed in the Reserve Report, which additions or deletions were made by the Borrowers since the date of the previous Reserve Report. Each Technical Bank shall be deemed to have approved each Reserve Report delivered pursuant to this Section 4.9(b) unless such Technical Bank shall have delivered an objection in writing to the Borrowers’ Representative within 15 days of the delivery of such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateReport.

Reserve Reports. (a) The Borrower shall furnish Acquiror has delivered or otherwise made available to Company true and correct copies of all written reports requested or commissioned by Acquiror or its Subsidiaries and delivered to Acquiror or its Subsidiaries in writing on or before the Administrative Agent and the Lenders a Reserve Report each March 15 during the term date of this Agreement commencing March 15, 2006. Each Reserve Report shall be estimating Acquiror’s and such Subsidiaries’ proved oil and gas reserves prepared by certified independent petroleum engineers any unaffiliated person (each, a “Acquiror Report Preparer”) concerning the Oil and Gas Interests of Acquiror and its Subsidiaries as of December 31, 2013 (the “Acquiror Reserve Reports”). The factual, non-interpretive data provided by Acquiror and its Subsidiaries to each Acquiror Report Preparer in connection with the preparation of the Acquiror Reserve Reports that was material to such Acquiror Report Preparer’s estimates of the proved oil and gas reserves set forth in the Acquiror Reserve Reports was, as of the time provided (or other independent petroleum consultant(s) acceptable as modified or amended prior to the Administrative Agent. (bissuance of the Acquiror Reserve Reports) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and accurate in all material respects: (i) the information contained . The oil and gas reserve estimates of Acquiror set forth in the Acquiror Reserve Report and any other information delivered in connection therewith is true and correct, (ii) Reports are derived from reports that have been prepared by the producers owning the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelines, (iii) except petroleum consulting firm as set forth on an exhibit to therein, and such reserve estimates fairly reflect, in all material respects, the certificate, oil and gas reserves of Acquiror at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a net consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there are has been no gas imbalances, take or pay or other prepayments with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and respect of the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons matters addressed in the Pipelines from their Oil and Gas PropertiesAcquiror Reserve Reports that would have, and (vii) all of or reasonably be expected to have, individually or in the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth aggregate, a Material Adverse Effect on a schedule attached to the certificateAcquiror.

Reserve Reports. (a) The Borrower shall furnish Company has made available to Parent true and correct copies of all written reports delivered to or received by the Company or the Company Subsidiaries from January 1, 2016 to the Administrative Agent date hereof estimating the Company and the Lenders a Reserve Report Company Subsidiaries’ oil and gas reserves, in each March 15 during the term of this Agreement commencing March 15, 2006. Each Reserve Report shall be case prepared by certified independent petroleum engineers a Person that is not an Affiliate (each, a “Company Report Preparer”) concerning the Oil and Gas Interests of the Company and the Company Subsidiaries (the “Company Reserve Reports”). The factual, non-interpretive data provided by the Company and the Company Subsidiaries to each Company Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Company Report Preparer’s estimates of the oil and gas reserves set forth in the Company Reserve Reports was, as of the time provided (or other independent petroleum consultant(s) acceptable as modified or amended prior to the Administrative Agent. (b) With issuance of the delivery Company Reserve Reports), accurate in all respects, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. To the Company’s Knowledge, there are no material errors in the assumptions and estimates provided by the Company to any Company Report Preparer in connection with their preparation of each any Company Reserve ReportReports prepared by such Company Report Preparer. The oil and gas reserve estimates of the Company set forth in the Company Reserve Reports are derived from reports that have been prepared by the Company Report Preparer as set forth therein, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying thatsuch reserve estimates fairly reflect, to the best of his knowledge and in all material respects: , the oil and gas reserves of the Company at the dates indicated therein and are in accordance with the rules promulgated by the SEC and applied on a consistent basis throughout the periods reflected therein. Except for changes generally affecting the oil and gas exploration, development and production industry (iincluding changes in commodity prices) and normal depletion by production, there has been no material change in respect of the information contained matters addressed in the Company Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelines, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateReports.

Reserve Reports. (a) On or before April 1 and October 1 of each year, commencing October 1, 2015, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. The Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. The Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. All other Reserve Reports shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding Reserve Report prepared as of December 31. Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during prepared by or under the term supervision of this Agreement commencing March 15, 2006. Each the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report dated as of December 31. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report as soon as reasonably practicable with an “as of” date as may be prepared reasonably requested by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent, but in any event no later than 45 days following the Borrower’s receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit I from a Responsible Officer certifying thatthat in all material respects, to the best of his knowledge and in all material respectssuch Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the producers owning representations and warranties contained in Section 7.17(a) remain true and correct as of the Oil and Gas Properties evaluated in date of such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinescertificate, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay imbalances or other prepayments made to the Borrower or any Subsidiary with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver and transfer ownership at some future time volumes of Hydrocarbons produced from such Oil and Gas Properties at some future time having a value (based on current prices) of more than $500,000 without then or thereafter receiving full payment therefortherefor at the time of delivery of those Hydrocarbons, (iv) attached to none of the certificate is a list of Oil and Gas Properties added of the Loan Parties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which exhibit shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of the Oil and Gas Properties occurring and so sold in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached to the certificate is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as set forth on a schedule attached to of the certificatedate of the certificate that the value of such Mortgaged Properties represent.

Reserve Reports. (a) The Borrower shall furnish Issuer will be required to deliver, or to cause the Manager to deliver, to the Administrative Agent Indenture Trustee, the Back-up Manager and each Rating Agency an updated Reserve Report within ninety (90) days of the commencement of each calendar year (which report shall be audited or prepared by an independent petroleum engineer) and the Lenders 30th of June (which report shall be internally prepared by the Issuer); provided, that the Issuer must deliver an updated Reserve Report within forty-five (45) days of any Permitted Disposition or combination of related Permitted Dispositions of an aggregate amount of Assets exceeding 5% of the PV-10 of the Assets as of the Closing Date (it being understood that (i) such updated Reserve Report may be the same report as the most recently delivered Reserve Report, rolled forward by or under the supervision of the Chief Operating Officer (or similarly titled position) of the Manager and (ii) to the extent a Reserve Report with respect to a Permitted Disposition or combination of related Permitted Dispositions has been so delivered to the Indenture Trustee, the foregoing shall not require the delivery of an additional Reserve Report upon additional related Permitted Dispositions unless and until the aggregate amount of such additional related Permitted Dispositions exceeds 5% of the PV-10 of the Assets as of the Closing Date) (and, following any fiscal year for which the P&A Expense Amount exceeds the P&A Reserve Trigger, such updated Reserve Report shall include a separate schedule identifying the estimated net capital expenditures associated with plugging and abandonment liabilities with respect to the Wellbore Interests), and, to the extent the Issuer, or the Manager on the Issuer’s behalf, in its discretion obtains an updated Reserve Report prior to any otherwise scheduled annually updated Reserve Report, the Issuer, or the Manager on the Issuer’s behalf, will be required to deliver each March 15 during the term of this Agreement commencing March 15, 2006such updated Reserve Report to such persons promptly upon its receipt thereof. Each The Reserve Report shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(sunder the supervision of the Chief Operating Officer (or similarly titled position) acceptable of the Manager, who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report (and, with respect to the Administrative Agent. (b) first Reserve Report delivered by the Issuer under this Indenture, the Separation Agreement Reserve Report). With the delivery of each Reserve Report, the Borrower Issuer shall provide to the Administrative Agent Indenture Trustee, the Back-up Manager and the Lenders each Rating Agency a certificate from a Responsible Officer of the Manager certifying that, to the best of his knowledge and that in all material respects: (i) respects the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Issuer owns good and defensible title to the Oil and Gas Properties Assets evaluated in such Reserve Report have contracted with Obligors Report, such Assets are free of all Liens except for Permitted Liens and that, to transport their Hydrocarbons the extent there has been a change in the PipelinesNet Revenue Interest or Working Interest, (iii) except as set forth on that change is identified in an exhibit to the certificate. With the delivery of each Reserve Report, on the Issuer shall provide to the Indenture Trustee, the Back-up Manager and each Rating Agency a net basis there are no gas imbalancesreport that shows any change, take set forth to the eighth decimal place, in the Net Revenue Interest relating to the prior year or pay or other prepayments Working Interest relating to the prior year with respect to any Well from the Oil Net Revenue Interest or Working Interest provided in the previous Reserve Report, and Gas Properties evaluated except to the extent already included in a report under this Section 8.5. The Indenture Trustee shall promptly make any such Reserve Report which would require any Obligor Reports, certificates and other reports delivered pursuant to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached this Section 8.5 available to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring Noteholders and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateHedge Counterparties.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing March 1, 2015, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15, 2006immediately preceding January 1st or July 1st. Each The Reserve Report as of January 1st of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the July 1st Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate to the Administrative Agentbest of his or her knowledge in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding January 1st Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate to the best of his or her knowledge in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. For any Interim Redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than 45 days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Restricted Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.22 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of its Oil and Gas Properties added to and deleted from included in the immediately prior most recently delivered Reserve Report and a 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 showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeMajority Lenders, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the Closing Date or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.23 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, Closing Date and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to the certificateProperty.

Reserve Reports. (a) On or before September 1, 2012, and thereafter on or before April 1st and October 1st of each year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report as of December 31st of each year shall be prepared by one or more Approved Petroleum Engineers, and the June 30th Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31st Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during prepared by or under the term supervision of this Agreement commencing March 15, 2006. Each the chief engineer of the Borrower who shall certify such Reserve Report shall to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31st Reserve Report. For any Interim Redetermination requested by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative AgentAgent or the Borrower pursuant to Section 2.07(a), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, (ii) the producers owning Borrower or its Restricted Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating that the certificateBorrower is in compliance with Section 8.14(a).

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing September 1, 2012, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Borrower and its Subsidiaries as of the immediately preceding January 1st and July 1st. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total value of the Oil and Gas Properties that the value of such Mortgaged Properties represent in compliance with Section 8.14(a).

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing September 1, 2014, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding December 31 or June 30, 2006as applicable. Each The Reserve Report as of December 31 of each year shall be prepared by certified one or more independent petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative AgentAgent and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the “Manager of Acquisitions and Planning” (or similarly titled position) of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require the Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report that the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the present value that such Mortgaged Properties represent.

Reserve Reports. (a) The On or before March 15th and September 15th of each year, commencing March 15, 2013, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating, as of the term immediately preceding December 31st and June 30th, the Proved Reserves of this Agreement commencing March 15, 2006the Borrower and the Loan Parties. Each Reserve Report delivered hereunder shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agentan Approved Petroleum Engineer. (b) In the event of an Interim Redetermination, the Borrower shall use commercially reasonable efforts to furnish to the Administrative Agent a Reserve Report prepared by an Approved Petroleum Engineer. For any Interim Redetermination, the Borrower shall, to the extent possible, provide such Reserve Report with an “as of” date as required by the Administrative Agent, as soon as possible, but in any event not later than (i) 30 days, in the case of any Interim Redetermination requested by the Borrower or (ii) 45 days, in the case of any Interim Redetermination requested by the Administrative Agent or the Required Lenders, following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate Reserve Report Certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and that in all material respects: (i) to the knowledge of the Borrower, the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, (ii) except as set forth in an exhibit to such certificate, the producers owning Borrower or another Loan Party has good and defensible title to the Oil and Gas Collateral Coverage Minimum of the Borrowing Base Properties evaluated in such Reserve Report have contracted (other than those Disposed of in compliance with Obligors to transport their Hydrocarbons in the PipelinesSection 7.05 since delivery of such Reserve Report) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 7.01, (iii) none of the Borrowing Base Properties have been Disposed since the date of the last Borrowing Base determination except those Borrowing Base Properties listed on such certificate 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 the Oil having been Disposed and Gas Properties evaluated in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such changeshall also attach, (vi) attached to the certificate is as schedules thereto, a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Borrowing Base Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to which constitute Collateral and demonstrating that the certificatePV-9 of the Collateral (calculated at the time of delivery of such Reserve Report) meets the Collateral Coverage Minimum.

Reserve Reports. (a) The On or before March 31 and September 30 of each year, as applicable, the Borrower shall furnish to the Administrative Agent and the Lenders (with a copy to the Revolving Lenders) a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15the Borrower and the other Loan Parties in the United States as of the immediately preceding January 1 or July 1, 2006as applicable. Each The Reserve Report as of January 1 and delivered on or before March 31 of each year (the “January 1 Reserve Report”) shall be prepared by certified independent petroleum engineers one or more Approved Petroleum Engineers, and each other independent petroleum consultant(s) Reserve Report of each year may be prepared in form reasonably acceptable by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in all material respects in accordance with the Administrative Agentprocedures used in the immediately preceding January 1 Reserve Report. (b) In the event that the Borrower shall furnish to the Revolving Agent a Reserve Report at any time other than those set forth in Section 8.12(a), the Borrower shall furnish the same to the Administrative Agent and shall certify such Reserve Report has been prepared in all material respects in accordance with the procedures used in the immediately preceding January 1 Reserve Report. [Credit Agreement] (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or the other Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor other Loan Party to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their proved Oil and Gas Properties added have been sold since the Petition Date except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which exhibit shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons in marketing agreements entered into by a Loan Party subsequent to the Pipelines from their Oil and Gas Properties, and (vii) all later of the Pipelines gathering Hydrocarbons from date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof, (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on Properties and demonstrating the percentage of the total value of the proved Oil and Gas Properties that the value of the Mortgaged Properties represent and that such percentage is in compliance with Section 8.14(a) and (vii) attached thereto is a schedule attached to computation of Total Proved PV-9 for the certificateOil and Gas Properties evaluated in such Reserve Report.

Reserve Reports. (a) The On or before March 15th and September 15th of each year, commencing March 15, 2011, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating, as of the term immediately preceding December 31st and June 30th, the Proved Reserves of this Agreement commencing March 15, 2006the Borrower and the Credit Parties located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America) that the Borrower desires to have included in any calculation of the Borrowing Base. Each The Reserve Report as of December 31 of each year shall be prepared or audited by one or more Approved Petroleum Engineers, and the Reserve Report as of June 30 of each year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable under the supervision of the chief engineer of the Borrower or by the Borrower and the Borrower shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the Administrative Agentprocedures used in the immediately preceding December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower and the Borrower shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared, except as otherwise specified therein, in all material respects in accordance with the procedures used in the immediately preceding December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered. For any Interim Redetermination pursuant to Section 2.14(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent, as soon as possible, but in any event no later than 30 days, in the case of any Interim Redetermination requested by the Borrower or 45 days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and a Reserve Report Certificate from an Authorized Officer of the Lenders a certificate from a Responsible Officer Borrower certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, (ii) except as set forth in an exhibit to such certificate, the producers owning Borrower or another Credit Party has good and defensible title to the Oil and Gas Borrowing Base Properties evaluated in such Reserve Report (other than those (i) Disposed of in compliance with Section 10.4 since delivery of such Reserve Report, (ii) leases that have contracted expired in accordance with Obligors their terms and (iii) with title defects disclosed in writing to transport their Hydrocarbons in the PipelinesAdministrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.2, (iii) except as set forth on an exhibit to the such certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.19 with respect to the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that would require the Borrower or any Obligor other Credit Party to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to none of the Borrowing Base Properties have been Disposed since the date of the last Borrowing Base determination except those Borrowing Base Properties listed on such certificate as having been Disposed, (v) the certificate is shall also attach, as schedules thereto, a list of Oil (A) all material marketing agreements (which are not cancellable on 60 days’ notice or less without penalty or detriment) entered into subsequent to the later of the Closing Date and Gas Properties added the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons (including calls on, or other parties rights to and deleted purchase, production, whether or not the same are currently being exercised) that have a maturity date or expiry date of longer than six months from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs last day of such fiscal year or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such changeperiod, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, as applicable and (viiB) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Borrowing Base Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Collateral and demonstrating that the certificatePV-9 of the Collateral (calculated at the time of delivery of such Reserve Report) meets the Collateral Coverage Minimum.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing March 1, 2021, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Proved Oil and Gas Properties of this Agreement commencing March 15, 2006the Credit Parties that are Qualified ECP Guarantors as of the immediately preceding January 1st and July 1st. Each The Reserve Report as of January 1 of each year shall be prepared or audited by one or more Approved Petroleum Engineers that have completed an independent engineering evaluation of the reserves attributable to the Credit Parties' Proved Oil and Gas Properties, and the July 1 Reserve Report of each year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an "as of" date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, (ii) the producers owning Borrower or its Restricted Subsidiaries owns good and defensible title to substantially all of the Proved Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Proved Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons either generally or produced from such Proved Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Proved Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Proved Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Propertiesdate hereof, and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Proved Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to the certificateProperties.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing March 1, 2013, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Borrower and its Subsidiaries as of the immediately preceding December 31st and June 30th. Each The Reserve Report as of December 31 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.17 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.18 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total proved value of the Oil and Gas Properties that the value of such Mortgaged Properties represent in compliance with Section 8.14(a).

Reserve Reports. (a) The On or before April 1st, July 1st, October 1st and January 1st of each year commencing April 1, 2014, and until but not including April 1, 2015, and on or before April 1st and October 1st of each year, commencing April 1, 2015, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating at least 95% of the term net present value of this Agreement commencing March 15the Oil and Gas Properties constituting Proved Reserves of the Borrower and its Restricted Subsidiaries as of the immediately preceding January 1st, 2006April 1st, July 1st and October 1st. Each In addition, on or before any January 1st or July 1st, as applicable, immediately preceding any Optional Scheduled Redetermination Date, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report shall be prepared by certified independent petroleum engineers evaluating at least 95% of the net present value of the Oil and Gas Properties that constitute Proved Reserves of the Borrower and its Restricted Subsidiaries with an “as of” date that is four months prior to the applicable Scheduled Redetermination Date or other independent petroleum consultant(s) otherwise reasonably acceptable to the Administrative Agent. The Reserve Report as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and each other Reserve Report required hereunder shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than forty-five (45) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders (i) a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (iA) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (iiB) subject to Immaterial Title Deficiencies, the producers owning Borrower or its Restricted Subsidiaries owns good and defensible title to the Oil Proved Reserves of the Borrower and Gas Properties its Restricted Subsidiaries evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in and such Properties are free of all Liens except for Excepted Liens and Liens securing the PipelinesSecured Obligations, (iiiC) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (ivD) attached to the certificate is a list none of their Oil and Gas Properties added constituting Proved Reserves have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from all of such Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viE) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viiF) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set Properties and demonstrating the percentage of the total value of the Oil and Gas Properties evaluated in such Reserve Report that the value of such Mortgaged Properties represent in compliance with Section 8.14(a), and (ii) a report setting forth, for each calendar month during the then current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Proved Reserves of the Borrower and its Restricted Subsidiaries, and setting forth on a schedule attached the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month. In addition, the Borrower shall provide to the certificateAdministrative Agent a report referred to in the foregoing clause (ii) upon the reasonable request of the Administrative Agent, provided that the Administrative Agent may not request such a report more than two times in any 12-month period.

Reserve Reports. (a) The On or before February 28 of each calendar year (commencing February 28, 2018), the Borrower shall furnish to the Administrative Agent and the Lenders (who shall promptly deliver a copy thereof to each Lender) a Reserve Report evaluating the Sand Properties of the Borrower and the Guarantors, in each March 15 during case, as of the term of this Agreement commencing March 15, 2006immediately preceding January 1. Each The Reserve Report shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Engineers. In addition to the foregoing, the Borrower shall deliver to the Administrative AgentAgent (who shall promptly deliver a copy thereof to each Lender) a Reserve Report when and as delivered all other times under the Revolving Credit Agreement. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders each Lender a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or another Loan Party owns Marketable Title to the Oil and Gas Sand Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.04, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the Oil and Gas its Sand Properties evaluated in such Reserve Report which would require the Borrower or any Obligor other Loan Party to transport Hydrocarbons deliver Finished Sand Inventory or other minerals either generally or produced from such Oil and Gas Sand Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached none of their Sand Properties have been sold since the Effective Date except as set forth on an exhibit to the certificate, which certificate is a shall list all of Oil its Sand Properties sold and Gas Properties added to and deleted from in such detail as reasonably required by the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Sand Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to the certificateProperties.

Reserve Reports. (a) The On or before March 31st and September 30th of each year, as applicable, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15the Borrower and the other Loan Parties in the United States as of the immediately preceding January 1st or July 1st, 2006as applicable. Each The Reserve Report as of January 1st and delivered on or before March 31th of each year (the “January 1 Reserve Report”) shall be prepared by certified independent petroleum engineers one or more Approved Petroleum Engineers, and each other independent petroleum consultant(s) Reserve Report of each year may be prepared in form reasonably acceptable by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the Administrative Agentprocedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate (a “Reserve Report Certificate”) from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or the other Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor other Loan Party to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their proved Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which exhibit shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons in marketing agreements entered into by a Loan Party subsequent to the Pipelines from their Oil and Gas Properties, and (vii) all later of the Pipelines gathering Hydrocarbons from date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof, (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on Properties and demonstrating the percentage of the total value of the proved Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.14(a) and (vii) attached thereto is a schedule attached to computation of Total Proved PV-9 for the certificateOil and Gas Properties evaluated in such Reserve Report.

Reserve Reports. (a) The On or before March 1st and August 1st of each year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15the Borrower and its Subsidiaries as of the immediately preceding December 31st and June 30th, 2006respectively. Each The Reserve Report as of March 1st of each year shall be prepared by certified independent petroleum engineers one or more Approved Petroleum Engineers, and each other independent petroleum consultant(s) acceptable Reserve Report of each year delivered hereunder, shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding March 1st Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding March 1st Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total value of the Oil and Gas Properties that the value of such Mortgaged Properties represent in compliance with Section 8.14(a).

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing March 1, 2020, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding December 31 or June 30, 2006as applicable. Each The Reserve Report as of December 31 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared, except as otherwise specified therein, in accordance with the Administrative Agentprocedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as reasonably required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer Officer, in substantially the form of Exhibit G hereto (the “Reserve Report Certificate”), certifying that, to the best of his knowledge and that in all material respects: (i) the information contained provided by the Borrower in connection with the preparation of such Reserve Report and any other information delivered in connection therewith by the Borrower is true and correct, and any projections based upon such information have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable, subject to uncertainties inherent in all projections, (ii) the producers owning Borrower and the Restricted Subsidiaries own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the Oil and Gas Properties evaluated in such Reserve Report which that would require any Obligor the Borrower or the Restricted Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to none of the certificate is a list of Oil and Gas Properties added to and deleted from evaluated in the immediately prior preceding Reserve Report and a have been sold since the date of the last Borrowing Base redetermination except as set forth on an exhibit to the certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of the Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report that the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating that the certificatepercentage of the total value of the Oil and Gas Properties evaluated by such Reserve Report that such Mortgaged Properties represent is in compliance with Section 8.14(a).

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing September 1, 2013, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15the Borrower and its Subsidiaries as of the immediately preceding January 1st and July 1st, 2006respectively. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as therein disclosed, to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the factual information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total value of the Oil and Gas Properties that the value of such Mortgaged Properties represent.

Reserve Reports. (a) The Borrower On or before March 1 of each year (beginning March 1, 2025), the Company shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD Wells once per fiscal year. (b) On or before June 1, September 1 and December 1 of each March 15 during year (beginning December 1, 2024), the term Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of this Agreement commencing March 15the Company and its Subsidiaries as of the immediately preceding April 1, 2006July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(sunder the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (bd) With the delivery of each Reserve Report, the Borrower Company shall provide to the Administrative Agent, the Technical Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning a database of the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons and (ii) a certificate substantially in the Pipelinesform of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (iiiB) except as set forth on an exhibit the Company or its Subsidiaries owns good and defensible title to the certificateOil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (ivD) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from evaluated in the immediately prior previous reserve report have been sold since the date of the last Reserve Report and a except as set forth on an exhibit to the certificate, which exhibit shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the reason for such change, Technical Agent (viin consultation with the Supermajority Lenders) and (E) attached to the certificate thereto is a list of all producers transporting Hydrocarbons in marketing agreements entered into subsequent to the Pipelines from their Oil and Gas Properties, and (vii) all later of the Pipelines gathering Hydrocarbons from date hereof or the Oil and Gas Properties evaluated by such Most Recently Delivered Reserve Report are Mortgaged Property except as set forth which the Company could reasonably be expected to have been obligated to list on a schedule attached to Schedule 7.19 had such agreement been in effect on the certificatedate hereof.

Reserve Reports. (a) The Borrower On or before April 1st and October 1st of each year, the Issuer shall furnish to the Administrative Agent and the Lenders Holders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties constituting Proved Reserves of this Agreement commencing March 15the Issuer and its Subsidiaries as of the immediately preceding December 31st and June 30th, 2006. as applicable. (i) Each Reserve Report as of December 31st and delivered on or before April 1st of each year (the “December 31 Reserve Report”), shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(smore Approved Petroleum Engineers, and (ii) acceptable each Reserve Report as of June 30th delivered on or before October 1st of each year shall be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Issuer who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31 Reserve Report. (b) With the delivery of each Reserve Report, the Borrower Issuer shall provide to the Administrative Agent and the Lenders Holders a certificate Reserve Report Certificate substantially in the form of Exhibit I from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) except as set forth on an exhibit to the producers owning certificate, the Issuer or the other Note Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Oil and Gas Properties are free of all Liens except for Liens permitted by Section 7.3, (iii) except as set forth on an exhibit to the certificate, (A) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 4.18 with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Issuer or any Obligor other Group Member to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefor and (B) there are no take-or-pay or ship-or-pay contracts that have not been disclosed in a previous Reserve Report Certificate, (iv) attached to the certificate is a list none of their Oil and Gas Properties added constituting Proved Reserves have been sold (other than Hydrocarbons sold in the ordinary course of business) since the date of the last certificate delivered pursuant to and deleted from this section except as set forth on an exhibit to the immediately prior Reserve Report and a certificate, which exhibit shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring constituting Proved Reserves sold (other than Hydrocarbons sold in the ordinary course of business) and in such detail as reasonably required by the reason for such changeRequisite Holders, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into by a Group Member subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Issuer could reasonably be expected to have been obligated to list on Schedule 4.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on Properties and demonstrating the percentage of the PV-10 of the Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 6.13(a) (the certificate described herein, the “Reserve Report Certificate”). For the avoidance of doubt, the requirement to provide a schedule attached to Reserve Report Certificate shall require the certificatedelivery of such Reserve Report Certificate at the time each Reserve Report is delivered.

Reserve Reports. (a) The On or before each February 15 and August 15 the Borrower shall furnish to the Administrative Agent and the Lenders Arranger a Reserve Report each March 15 during effective as of the term of this Agreement commencing March 15previous January 1st and July 1st, 2006as applicable. Each such Reserve Report shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable to the Administrative Agentmore Approved Petroleum Engineers. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders Arranger a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in delivered to the Reserve Report and any other information delivered preparer in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 10.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefore, (iv) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from have been sold since the immediately prior date of the previous Reserve Report and a delivered except as set forth on an exhibit to the certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 8.19 or Schedule 8.24 had such agreement been in effect on the Pipelines from their Oil and Gas Propertiesdate hereof, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached Collateral and (vii) to the certificateknowledge of the Borrower, such Reserve Report provides a reasonable estimate of the reserves of the Borrower and its Subsidiaries as of the date such Reserve Report was prepared and based on the then available information. (c) In connection with the delivery of the Reserve Reports to be delivered in Section 9.12(a) above, the Borrower shall also furnish to the Administrative Agent and the Arranger a reserve report with respect to the Oil and Gas Properties conveyed to the Lenders or their designees as part of any ORRI Assignment provided to the Lenders or their designees under this Agreement.

Reserve Reports. (a) On or before March 1st and September 1st of each year, commencing September 1, 2010, the Borrower shall furnish to the Administrative Agent, which shall deliver the same to the Lenders, a Reserve Report evaluating the proved oil and gas reserves attributable to the Oil and Gas Properties of the Borrower and its Domestic Subsidiaries as of the immediately preceding January 1st and July 1st located within the geographic boundaries of the United States of America. The Reserve Report as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during prepared by or under the term supervision of this Agreement commencing March 15, 2006. Each the chief engineer of the Borrower who shall certify such Reserve Report shall to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative AgentAgent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent no later than forty five (45) days following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and Agent, for delivery to the Lenders a certificate from a Responsible Officer Reserve Report Certificate certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from included in the immediately prior Reserve Report and a 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 showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring (which have proved oil and gas reserves attributable thereto) sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total proved value of the Oil and Gas Properties that the value of such Mortgaged Properties represent in compliance with Section 8.14(a).

Reserve Reports. (a) The Borrower On or before April 1st and October 1st of each year, the Issuer shall furnish to the Administrative Agent and the Lenders HoldersRequesting Purchasers a Reserve Report each March 15 during evaluating the term Oil and Gas Properties constituting Proved Reserves of this Agreement commencing March 15the Issuer and its Subsidiaries as of the immediately preceding December 31st and June 30th, 2006. as applicable. (i) Each Reserve Report as of December 31st and delivered on or before April 1st of each year (the “December 31 Reserve Report”), shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(smore Approved Petroleum Engineers, and (ii) acceptable each Reserve Report as of June 30th delivered on or before October 1st of each year shall be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Issuer who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31 Reserve Report. (b) With the delivery of each Reserve Report, the Borrower Issuer shall provide to the Administrative Agent and the Lenders HoldersRequesting Purchasers a certificate Reserve Report Certificate substantially in the form of Exhibit I from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) except as set forth on an exhibit to the producers owning certificate, the Issuer or the other Note Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Oil and Gas Properties are free of all Liens except for Liens permitted by Section 7.3, (iii) except as set forth on an exhibit to the certificate, (A) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 4.18 with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Issuer or any Obligor other Group Member to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefor and (B) there are no take-or-pay or ship-or-pay contracts that have not been disclosed in a previous Reserve Report Certificate, (iv) attached to the certificate is a list none of their Oil and Gas Properties added constituting Proved Reserves have been sold (other than Hydrocarbons sold in the ordinary course of business) since the date of the last certificate delivered pursuant to and deleted from this section except as set forth on an exhibit to the immediately prior Reserve Report and a certificate, which exhibit shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring constituting Proved Reserves sold (other than Hydrocarbons sold in the ordinary course of business) and in such detail as reasonably required by the reason for such changeRequisite HoldersDesignated Holder, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into by a Group Member subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Issuer could reasonably be expected to have been obligated to list on Schedule 4.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, Second Amendment Effective Date and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on Properties and demonstrating the percentage of the Proved Developed Producing PV-10 of the Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 6.13(a) (the certificate described herein, the “Reserve Report Certificate”). For the avoidance of doubt, the requirement to provide a schedule attached to Reserve Report Certificate shall require the certificatedelivery of such Reserve Report Certificate at the time each Reserve Report is delivered.

Reserve Reports. (a) The On or before each March 15 and August 15 the Borrower shall furnish to the Administrative Agent and the Lenders Arranger a Reserve Report each March 15 during effective as the term of this Agreement commencing March 15previous January 1st and July 1st, 2006as applicable. Each such Reserve Report shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers. Notwithstanding the preceding, Borrower will not be required to deliver the Administrative Agentfirst Reserve Report hereunder until August 15, 2004. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders Arranger a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 10.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefore, (iv) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from have been sold since the immediately prior date of the previous Reserve Report and a delivered except as set forth on an exhibit to the certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule -------- 8.20 or Schedule 8.25 had such agreement been in effect on the Pipelines from their Oil date hereof and Gas Properties, and ---- ------------- (viivi) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached Properties. (c) In connection with the delivery of the Reserve Reports to be delivered in Section 9.12(a) above, the Borrower shall also furnish to the certificateAdministrative Agent and the Arranger a reserve report with respect to the Oil and Gas Properties conveyed to the Lenders as part of any ORRI Conveyance provided to the Lenders under this Agreement.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding December 31 or June 30, 2006as applicable. Each The Reserve Report as of December 31 of each year shall be prepared by certified independent one or more petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative AgentAgent and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and US 793906v.7 accurate in all material respects and to have been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer Officer, in substantially the form of Exhibit G hereto (the “Reserve Report Certificate”), certifying that, to the best of his knowledge and that in all material respects: (i) the information contained provided by the Borrower in connection with the preparation of such Reserve Report and any other information delivered in connection therewith by the Borrower is true and correct, and any projections based upon such information have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable, subject to uncertainties inherent in all projections, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the Oil and Gas Properties evaluated in such Reserve Report which that would require the Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to none of the certificate is a list of Oil and Gas Properties added to and deleted from evaluated in the immediately prior preceding Reserve Report and a 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 showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report that the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the present value that such Mortgaged Properties represent.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing September 1st, 2005, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding January 1 or July 1, 2006as applicable. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent one or more petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative AgentAgent and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require the Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report that the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the Borrowing Base that the value of such Mortgaged Properties represent.

Reserve Reports. (a) The On or before April 1st and October 1st of each year, commencing October 1, 2010, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term oil and gas reserves attributable to the Oil and Gas Properties of this Agreement commencing March 15the Borrower and its Restricted Subsidiaries as of the immediately preceding December 31 and June 30, 2006respectively. Each The Reserve Report as of December 31 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31 Reserve Report. (b) [Reserved]. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer Reserve Report Certificate certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Restricted Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments prepayments, with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from have been sold since the immediately prior date of the last Reserve Report and a except as set forth on an exhibit to the certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the Closing Date or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, Closing Date and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the PV-10 Value of the Oil and Gas Properties that the value of such Mortgaged Properties represent in compliance with Section 8.14(a).

Reserve Reports. (a) On or before March 1st and September 1st of each year, commencing March 1, 2006, the Borrowers shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Borrower Reserve Report as of December 31 of each year (and delivered on or before March 1 of the immediately following year) shall be prepared by one or more Approved Petroleum Engineers, and the June 30 Reserve Report (delivered on or before September 1) of each year shall be prepared either by or under the supervision of the chief engineer of the Borrowers who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report or by one or more Approved Petroleum Engineers. (b) In the event of a determination of the PV-10 as of a specified date other than January 1 and July 1, the Borrowers shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during prepared either by or under the term supervision of this Agreement commencing March 15, 2006. Each the chief engineer of the Borrowers who shall certify such Reserve Report shall to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report or by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable to the Administrative Agentmore Approved Petroleum Engineers. (bc) With the delivery of each Reserve Report, the Borrower Borrowers shall provide to the Administrative Agent and the Lenders 1) a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, and no statements or conclusions exist in such Reserve Report which are based upon or include misleading information or which fail to take into account material information regarding the matters reported therein to the extent such misstatement, misleading information or failure could reasonably be expected to have a Material Adverse Effect, (ii) the producers owning Borrowers or the Subsidiaries own good and defensible title to, or valid and enforceable leasehold interests in, the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require either of the Borrowers or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last PV-10 determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, and (viv) attached to the certificate is a list of all producers transporting Hydrocarbons in marketing agreements entered into subsequent to the Pipelines from their Oil and Gas Properties, and (vii) all later of the Pipelines gathering Hydrocarbons from date hereof or the most recently delivered Reserve Report which the Borrowers could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and 2) electronically, a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and certifying that each Oil and Gas Property except as set forth on a schedule attached to that constitutes collateral for the certificateSenior Credit Agreement also constitutes collateral for the Indebtedness outstanding under this Agreement and demonstrating that the percentage of value of such Mortgaged Properties complies with Section 8.14.

Reserve Reports. (a) The On or before April 1st and October 1st of each year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15the Borrower and its Subsidiaries as of the immediately preceding December 31st and June 30th, 2006as applicable. Each The Reserve Report as of December 31st of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the June 30th Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31st Reserve Report. (b) [Reserved]. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate Reserve Report Certificate substantially in the form of Exhibit J from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, (ii) the producers owning Borrower or its Restricted Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from have been sold since the immediately prior date of the last Reserve Report and a was delivered except as set forth on an exhibit to the certificate, which exhibit shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties (the certificatecertificate described herein, the “Reserve Report Certificate”).

Reserve Reports. (a) The On or before April 1st and October 1st of each year, commencing October 1, 2008, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Borrower and its Subsidiaries as of the immediately preceding January 1 and June 30. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(smore Approved Petroleum Engineers, and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) acceptable In the event of an Interim Redetermination or the Supplemental Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report or Initial Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. For the Supplemental Redetermination, the Borrower shall provide such Reserve Report on or before June 30, 2008 and with an “as of date” as required by the Administrative Agent. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total proved value of such Mortgaged Properties represent in compliance with Section 8.14(a).

Reserve Reports. (a) The On or before November 30 of each year Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during covering the term of this Agreement commencing March 15, 2006previous twelve month period. Each such Reserve Report shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative AgentBorrower's internal engineers. (ba) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Parent, the Oil Borrower or their Subsidiaries owns good and Gas defensible title to the Coal Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 10.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in SCHEDULE 8.20 with respect to the Oil and Gas its Coal Properties evaluated in such Reserve Report which would require the Parent, Borrower or any Obligor Subsidiary to transport Hydrocarbons deliver Coal either generally or produced from such Oil and Gas Coal Properties at some future time without then or thereafter receiving full payment therefortherefore, (iv) attached none of their Coal Properties have been sold since the date of the previous Reserve Report delivered except as set forth on an exhibit to the certificate, which certificate is a shall list all of Oil its Coal Properties sold and Gas Properties added to and deleted from in such detail as reasonably required by the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on SCHEDULE 8.20 had such agreement been in effect on the Pipelines from their Oil date hereof and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Coal Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateProperties.

Reserve Reports. (a) The On or before March 1 of each year, commencing March 1, 2002, the Borrower shall furnish to the Global Administrative Agent and the Lenders a Reserve Report. (b) In the event of a discretionary redetermination or a redetermination pursuant to clause (i) of Section 2.7(e), the Borrower shall furnish to the Global Administrative Agent and the Lenders a Reserve Report each March 15 during with an "as of" date as required by the term Global Administrative Agent and prepared by or under the supervision of this Agreement commencing March 15, 2006. Each the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. The Borrower shall be prepared provide such Reserve Reports required by certified independent petroleum engineers or other independent petroleum consultant(sthis Section 5.7(b) acceptable to as soon as possible, but in any event no later than 30 days following the receipt of the request by the Global Administrative Agent. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Global Administrative Agent and the Lenders Lenders, a certificate from a Responsible an Authorized Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelines, and such Properties are free of all Liens except for Liens permitted by Section 7.2 and (iii) except the report, in form and substance satisfactory to the Global Administrative Agent, attached as set forth on an exhibit to the certificate, sets forth on a net basis there are no all gas imbalances, take or pay or other prepayments with respect to the Borrower's and any Subsidiaries' Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate.

Reserve Reports. (a) The On or before March 3rd and September 3rd of each year, commencing March 3, 2008, Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding January 1 or July 1, 2006as applicable. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent petroleum engineers Netherland, Xxxxxx & Associates, Inc. of Houston, Texas or one or more other independent petroleum consultant(s) third party Petroleum Engineers reasonably acceptable to Agent and the Administrative AgentReserve Report as of July 1 of each year shall be prepared by or under the supervision of the chief engineer of Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, Borrower shall furnish to Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by Agent or Borrower pursuant to Section 2.1, Borrower shall provide such Reserve Report with an “as of” date as required by Agent as soon as possible, but in any event no later than sixty-two (62) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) Borrower or its Subsidiaries owns Defensible Title to the producers owning the Proved Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the PipelinesReport, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 4.23 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Proved Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Proved Oil and Gas Properties occurring sold and the reason for in such changedetail as reasonably required by Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons in marketing agreements entered into subsequent to the Pipelines from their Oil and Gas Properties, and (vii) all later of the Pipelines gathering Hydrocarbons from date hereof or the most recently delivered Reserve Report that Borrower could reasonably be expected to have been obligated to list on Schedule 4.28 had such agreement been in effect on the date hereof, (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached Properties and demonstrating the percentage of the present value that such Mortgaged Properties represent, and (vii) to the certificateextent required under the Loan Documents, all Proved Oil and Gas Properties are subject to the Security Documents securing the Obligations, and such Security Documents constitute legal, valid and duly perfected, first priority security interests and Liens in favor of Agent in such properties and in the oil and gas attributable to such properties and proceeds thereof.

Reserve Reports. (a) The On or before January 31, 2016, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report Report, certified by its Chief Financial Officer, evaluating all Oil and Gas Properties and interests owned by a Loan Party and each March 15 during the term of this Agreement commencing March 15its Subsidiaries which have attributable to them Proved Reserves as of December 31, 20062015. Each Reserve Report shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers under the supervision of the appropriate personnel of the Borrower. In each case, such appropriate personnel of the Borrower shall also certify that such Reserve Report is true an accurate and based on information that was prepared in good faith based upon assumptions believed to be reasonable at the Administrative Agenttime and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. (b) Each Reserve Report may be supplemented by all such other internal information as the Borrower, the Required Tranche Lenders, or the Administrative Agent, acting reasonably, may request or deem appropriate, including without limitation sufficient internally prepared information to permit the Lenders’ engineering consultants to prepare economic engineering evaluations covering the Oil and Gas Properties. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible its Chief Financial Officer certifying thatthat to his or her knowledge, to the best of his knowledge and after reasonable investigation, in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctbased on information that was prepared in good faith based upon assumptions believed to be reasonable at the time, (ii) either a Loan Party or its Subsidiaries owns good and defensible title to the producers owning the Oil and Gas Properties Proved Reserves evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 6.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 4.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require a Loan Party or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, and (iv) attached to none of the certificate is a list Loan Parties’ and its Subsidiaries’ Proved Reserves have been sold since the date of Oil and Gas Properties added to and deleted from the immediately prior last Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached an exhibit to the certificate, which certificate shall list all of its Proved Reserves sold and in such detail as reasonably required by the Required Tranche Lenders. Upon the request of the Administrative Agent, the Borrower shall attach to such certificate a list of all marketing agreements entered into subsequent to the later of the Closing Date or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 4.19 had such agreement been in effect on the Closing Date.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing September 1, 2009, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding December 31 or June 30, 2006as applicable. Each The Reserve Report as of December 31 of each year shall be prepared by certified one or more independent petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative AgentAgent and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the “Manager of Acquisitions and Planning” of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require the Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report that the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the present value that such Mortgaged Properties represent.

Reserve Reports. (a) The On or before March 31st and September 30th of each year, as applicable, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15the Borrower and the other Loan Parties in the United States as of the immediately preceding January 1st or July 1st, 2006as applicable. Each The Reserve Report as of January 1st and delivered on or before March 31th of each year (the “January 1 Reserve Report”) shall be prepared by certified independent petroleum engineers one or more Approved Petroleum Engineers, and each other independent petroleum consultant(s) Reserve Report of each year may be prepared in form reasonably acceptable by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the Administrative Agentprocedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate (a “Reserve Report Certificate”) from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or the other Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor other Loan Party to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their proved Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which exhibit shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into by a Loan Party subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total value of the proved Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.14(a).

Reserve Reports. (a) On or before May 1st and November 1st of each year, commencing, November 1, 2005, the Borrowers shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Borrower Reserve Report as of January 1 (to be furnished by May 1st) of each year shall be prepared by (i) one or more Approved Petroleum Engineers with respect to not less than eighty percent (80%) of the Recognized Value of the Borrowers’ proved Oil and Gas Properties, and (ii) the chief engineer of the Borrowers with respect to the remaining twenty percent (20%) (or such lesser percentage as may not be covered pursuant to clause (i) above) of the Recognized Value of the Borrowers’ proved Oil and Gas Properties, and the July 1 Reserve Report (to be furnished by November 1st) of each year shall be prepared by or under the supervision of the chief engineer of the Borrowers. In each case, the chief engineer of the Borrowers shall certify that such Reserve Report is based on information that was prepared in good faith based upon assumptions believed to be reasonable at the time and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. (b) In the event of an Interim Redetermination, the Borrowers shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during prepared by or under the term supervision of this Agreement commencing March 15the chief engineer of the Borrowers who shall certify such Reserve Report to be based on information that was prepared in good faith based upon assumptions believed to be reasonable at the time and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report except that the Properties covered by such report may, 2006. Each in the discretion of the Borrowers, be limited to the proved Oil and Gas Properties acquired since the last redetermination of the Borrowing Base (provided, that, in connection with any Interim Redetermination requested by the Administrative Agent pursuant to Section 2.07(b)(ii), the Reserve Report shall be prepared cover such additional Oil and Gas Properties of the Borrowers as the Required Lenders may reasonably request). For any Interim Redetermination requested by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative AgentAgent or the Borrowers pursuant to Section 2.07(b)(ii) or Section 2.07(b)(iii), the Borrowers shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than forty-five (45) days following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower Borrowers shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer of Borrower Representative certifying thatthat to his knowledge, to the best of his knowledge and after reasonable investigation, in all material CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctbased on information that was prepared in good faith based upon assumptions believed to be reasonable at the time, (ii) the producers owning Credit Parties own good and defensible title to the proved Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor Credit Party to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their proved Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its proved Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrowers could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the proved Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the Borrowing Base that the value of such Mortgaged Properties represent.

Reserve Reports. (a) On or before February 28th (or February 29th, as applicable) and August 31st of each year, commencing February 28, 2019, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report as of December 31 of each year shall have the majority of PV-10 value prepared or audited by one or more Approved Petroleum Engineers, and the Reserve Report as of June 30 of each year shall be prepared by or under the supervision of the most senior employee of the Borrower who has direct oversight for engineering and evaluation, and who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during prepared by or under the term supervision of this Agreement commencing March 15the most senior employee of the Borrower who has direct oversight for engineering and evaluation, 2006. Each who shall certify such Reserve Report shall to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any Interim Redetermination requested by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative AgentAgent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, that to the best of his knowledge and after reasonable inquiry, in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true based on information that was prepared in good faith based upon assumptions believed to be reasonable at the time, the Loan Parties own good and correct, (ii) defensible title to the producers owning the Proved Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iiiii) none of their Proved Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the which certificate shall list all of its Proved Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent and (iii) attached thereto is a schedule of the Proved Oil and Gas Properties of the Loan Parties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage that such Mortgaged Properties represent of the total value of such Proved Oil and Gas Properties of the Loan Parties evaluated in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificatecompliance with Section 8.14(a).

Reserve Reports. (a) The On or before April 1st and October 1st of each year beginning April 1, 2019, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15the Borrower and its Subsidiaries as of the immediately preceding December 31st (the “December 31 Reserve Report”) and June 30th (the “June 30 Reserve Report”), 2006as applicable. Each (A) December 31 Reserve Report delivered on or before April 1st of each year, shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(smore Approved Petroleum Engineers, and (B) acceptable June 30 Reserve Report delivered on or before October 1st of each year shall be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31 Reserve Report. (b) In the event of a request for an Interim Redetermination pursuant to Section 2.07(b), the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report with an “as of” date as required by the Administrative Agent as soon as commercially reasonable, but in any event no later than thirty (30) days following the receipt of such request; provided that at any time prior to delivery of such Reserve Report the Administrative Agent may, or at the direction of the Required Lenders shall, elect to use the most recently delivered Reserve Report, which such Reserve Report may be rolled forward in a customary manner. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate Reserve Report Certificate substantially in the form of Exhibit I from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) except as set forth on an exhibit to the producers owning certificate, the Borrower or the other Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Oil and Gas Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, (A) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor other Group Member to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefor and (B) there are no take-or-pay or ship-or-pay contracts that have not been disclosed in a previous Reserve Report Certificate, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold (other than Hydrocarbons sold in the ordinary course of business) since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which exhibit shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold (other than Hydrocarbons sold in the ordinary course of business) and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into by a Group Member subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on Properties and demonstrating the percentage of the PV-10 of the Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.13(a) (the certificate described herein, the “Reserve Report Certificate”). For the avoidance of doubt, the requirement to provide a schedule attached to Reserve Report Certificate shall require the certificatedelivery of such Reserve Report Certificate at the time each Reserve Report is delivered.

Reserve Reports. (a) The On or before March 31st and September 30th of each year, as applicable, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15the Borrower and the other Loan Parties in the United States as of the immediately preceding January 1st or July 1st, 2006as applicable. Each The Reserve Report as of January 1st and delivered on or before March 31th of each year (the “January 1 Reserve Report”) shall be prepared by certified independent petroleum engineers one or more Approved Petroleum Engineers, and each other independent petroleum consultant(s) Reserve Report of each year may be prepared in form reasonably acceptable by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in all material respects in accordance with the Administrative Agentprocedures used in the immediately preceding January 1 Reserve Report. (b) In the event that the Borrower shall furnish to the Revolving Agent a Reserve Report at any time other than those set forth in Section 8.12(a), the Borrower shall furnish the same to the Administrative Agent and shall certify such Reserve Report has been prepared in all material respects in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or the other Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor other Loan Party to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their proved Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which exhibit shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons in marketing agreements entered into by a Loan Party subsequent to the Pipelines from their Oil and Gas Properties, and (vii) all later of the Pipelines gathering Hydrocarbons from date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof, (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on Properties and demonstrating the percentage of the total value of the proved Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.14(a) and (vii) attached thereto is a schedule attached to computation of Total Proved PV-9 for the certificateOil and Gas Properties evaluated in such Reserve Report.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing March 1, 2011, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Borrower and its Subsidiaries as of the immediately preceding January 1st and July 1st. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total value of the Oil and Gas Properties that the value of such Mortgaged Properties represent in compliance with Section 8.14(a).

Reserve Reports. (a) The Borrower Concurrently with the delivery thereof pursuant to the First Lien Documents, the Company shall furnish to the Administrative Agent and the Lenders Holders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006. Each Reserve Report shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative AgentCompany and its Subsidiaries. (b) With the delivery of each Reserve Report, the Borrower Company shall provide to the Administrative Agent and the Lenders Holders a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, it being understood that each Reserve Report is necessarily based upon professional opinions, estimates and projections, and the Company does not warrant that the same will prove to be accurate, (ii) the producers owning Company or its Subsidiaries own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 5.3, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalancesMaterial Gas Imbalances, take or pay or other prepayments in excess of the volume specified in Section 2.1(o) with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from have been sold since the immediately prior delivery of the last Reserve Report except Hydrocarbons sold in the ordinary course and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such other Oil and Gas Properties occurring and the reason for such change, (vi) attached as set forth on an exhibit to the certificate, which certificate is a shall list all of all producers transporting Hydrocarbons in the Pipelines from their its Oil and Gas Properties, Properties (other than Hydrocarbons sold in the ordinary course of business) sold and in such detail as reasonably required by the Majority Holders (directly or acting through the Collateral Agent pursuant to written direction from the Majority Holders) and (viiv) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached Properties and demonstrating the percentage of the total value of the proved Oil and Gas Properties that the value of such Mortgaged Properties represent in compliance with Section 4.15(a). (c) With the delivery of each Reserve Report, the Company shall provide to the certificateHolders an engineering update based upon then-current SEC pricing (an “SEC Report”). Company may (but is not obligated to) provide additional SEC Reports to the Holders not more than one time during each fiscal quarter.

Reserve Reports. (a) The On or before March 15st of each year, commencing March 15, 2012, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term oil and gas reserves attributable to the Oil and Gas Properties of this Agreement commencing March 15, 2006the Borrower and its Domestic Subsidiaries as of the immediately preceding January 1st located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America). Each The Reserve Report shall be prepared audited by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable to the Administrative Agentmore Approved Petroleum Engineers. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer Reserve Report Certificate certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns, in all material respects, good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.16 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, and (viv) attached to the certificate is a list of all producers transporting Hydrocarbons in marketing agreements entered into subsequent to the Pipelines from their Oil and Gas Properties, and (vii) all later of the Pipelines gathering Hydrocarbons from date hereof or the Oil and Gas Properties evaluated by such most recently delivered Reserve Report are Mortgaged Property except as set forth which the Borrower could reasonably be expected to have been obligated to list on a schedule attached to Schedule 7.17 had such agreement been in effect on the certificatedate hereof.

Reserve Reports. (a) The Borrower On or before March 1st of each year, commencing March 1, 2020, the Borrowing Agent shall furnish to the Administrative Agent and the Lenders Lender a Reserve Report evaluating the Oil and Gas Properties of each March 15 during Borrower and its Subsidiaries as of the term immediately preceding December 31st, and all other Reserve Reports shall be prepared by or under the supervision of this Agreement commencing March 15, 2006the chief engineer of the Borrowing Agent and otherwise in a manner consistent with the preceding December 31st Reserve Report. Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrowing Agent shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to in accordance with the Administrative Agentprocedures used in the immediately preceding December 31st Reserve Report. (b) In the event of a request by the Lender, the Borrowing Agent shall furnish to the Administrative Agent and the Lender an interim Reserve Report prepared by or under the supervision of the chief engineer of the Borrowing Agent who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31st Reserve Report. For any interim Reserve Report requested by the Lender, the Borrowing Agent shall provide such Reserve Report with an “as of” date as required by the Lender as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower Borrowing Agent shall provide to the Administrative Agent and the Lenders Lender a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: : (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, except that, with respect to projections, the Borrowing Agent represents only that such projections have been prepared in accordance with SEC regulations in good faith based upon assumptions believed by the Borrowing Agent to be reasonable, subject to uncertainties inherent in all projections; (ii) the producers owning representations and warranties contained in Section 3.5 and Section 3.16 remain true and correct as of the Oil and Gas Properties evaluated in date of such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelines, certificate; (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 3.23 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which that would require any Obligor Borrower or any Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (iv) none of their Oil and Gas Properties having a fair market value in excess of $1,000,000 in the aggregate have been sold since the date of the last Reserve Report except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold (other than Hydrocarbons sold in the ordinary course of business) and in such detail as reasonably required by the Administrative Agent; (v) attached to the certificate is shall be a list of all marketing agreements entered into subsequent to the most recently delivered Reserve Report that any Borrower could reasonably be expected to have been obligated to list on Schedule 3.24 had such agreement been in effect on the date thereof; (vi) attached thereto shall be a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties; (vii) attached thereto shall be a projection of its reasonably anticipated projection of natural gas and crude oil (which shall reflect the adjustments referred to above) for the 36-month period commencing with the end of the calendar month during which the associated Reserve Report is delivered; (viii) attached to the certificate shall be a list of its Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs working interest or gathering fees for gathering Hydrocarbons from such net revenue interest in its Oil and Gas Properties occurring and the reason for such change, ; and (viix) attached to the certificate is shall be a list of all producers transporting Hydrocarbons in the Pipelines Persons disbursing proceeds to any Borrower or to any Subsidiary, as applicable, from their its Oil and Gas Properties, and . The Borrowing Agent may supplement or update projections in subsection (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached above at any time without any obligation to the certificatedo so.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing September 1, 2011, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15, 2006immediately preceding December 31st and June 30th. Each The Reserve Report as of December 31 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate (provided, that projections concerning volumes attributable to the Administrative AgentOil and Gas Properties and related production and cost estimates contained in such Reserve Report are necessarily based upon professional opinions, estimates and projections and such opinions, estimates and projections may not ultimately prove accurate) and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate (provided, that projections concerning volumes attributable to the Oil and Gas Properties and related production and cost estimates contained in such Reserve Report are necessarily based upon professional opinions, estimates and projections and such opinions, estimates and projections may not ultimately prove accurate) and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.08(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect (provided, (ii) the producers owning that projections concerning volumes attributable to the Oil and Gas Properties evaluated and related production and cost estimates contained in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesare necessarily based upon professional opinions, estimates and projections and such opinions, estimates and projections may not ultimately prove accurate), (iiiii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the Oil and Gas its Borrowing Base Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Borrowing Base Properties at some future time without then or thereafter receiving full payment therefor, (iii) none of their 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 Administrative Agent, (iv) attached to the certificate is a list of Oil all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereof, and Gas (v) attached thereto is a schedule of the Borrowing Base Properties added that are Mortgaged Properties and demonstrating that the percentage of the total value of the Borrowing Base Properties that the value of such Mortgaged Properties represent is in compliance with Section 8.14(a). (d) Concurrently with the delivery of the Reserve Reports in connection with Section 8.12(a) and (b), the Borrower shall furnish to the Administrative Agent and deleted the Lenders a report setting forth, for the period since the last delivery of such information, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) during such period from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of setting forth the Pipelines gathering Hydrocarbons from the Oil related ad valorem, severance and Gas Properties evaluated by production taxes and lease operating expenses attributable thereto and incurred during such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateperiod.

Reserve Reports. (a) The Borrower On or before March 1st and September 1st of each year, commencing September 1, 2004, Company shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report as of December 31st of each March 15 during year shall be prepared by one or more Approved Petroleum Engineers or by or under the term supervision of this Agreement commencing March 15the chief engineer of Company and audited or reviewed by one or more Approved Petroleum Engineers, 2006and all other Reserve Reports shall be prepared by or under the supervision of the chief engineer of Company and otherwise in a manner consistent with the preceding December 31st Reserve Report. Each Reserve Report prepared by or under the supervision of the chief engineer of Company shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to in accordance with the Administrative Agentprocedures used in the immediately preceding December 31st Reserve Report. (b) Pursuant to Section 5.1(g), Company will deliver a copy of any other Reserve Report provided to the administrative agent and lenders under the Senior Credit Facility. (c) With the delivery of each Reserve Report, the Borrower Company shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: : (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, , (ii) the producers owning Company or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelines, and such Properties are free of all Liens except for Liens permitted by Section 6.3, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 6.16 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require Company or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, , (iv) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from having a value in excess of $1,000,000 have been sold since the immediately prior date of the last Reserve Report and a except as set forth on an exhibit to the certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, and (viv) attached to the certificate is a list of all producers transporting Hydrocarbons in marketing agreements entered into subsequent to the Pipelines from their Oil and Gas Properties, and (vii) all later of the Pipelines gathering Hydrocarbons from date hereof or the Oil and Gas Properties evaluated by such most recently delivered Reserve Report are Mortgaged Property except as set forth which Company could reasonably be expected to have been obligated to list on a schedule attached to Schedule 4.21 had such agreement been in effect on the certificatedate hereof.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing September 1st, 2011, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding January 1 or July 1, 2006as applicable. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent one or more petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative AgentAgent and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of EV Management who shall certify, on behalf of the Borrower, such Reserve Report to be based upon reasonable assumptions and estimates in light of the facts and circumstances known to the Borrower at the time such Reserve Report was prepared and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of EV Management who shall certify, on behalf of the Borrower, such Reserve Report to be based upon reasonable assumptions and estimates in light of the facts and circumstances known to the Borrower at the time such Reserve Report was prepared and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true based upon reasonable assumptions and correctestimates in light of the facts and circumstances known to the Borrower at the time such Reserve Report was prepared, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require the Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from evaluated in the immediately prior previous Reserve Report and a 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 showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from all of such Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report that the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the present value that such Mortgaged Properties represent.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing March 1, 2015, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during the term of this Agreement commencing March 15, 2006Report. Each The Reserve Report as of January 1 to be delivered on March 1 of each year shall be prepared by certified independent petroleum engineers the Loan Parties and reviewed or other independent petroleum consultant(s) acceptable audited by one or more Approved Petroleum Engineers, and the July 1 Reserve Report to be delivered on September 1 of each year shall be prepared by or under the Administrative Agentsupervision of the chief engineer of the Loan Parties. (b) With In the event of an interim redetermination under the First Lien Revolving Credit Agreement, the Borrower shall furnish to the Administrative Agent and the Lenders a copy of the Reserve Report delivered in connection therewith. (c) The delivery of each Reserve Report pursuant to this Section 8.12 shall be deemed to constitute a representation and warranty by the Borrower on the date thereof that in all material respects: (i) the information contained in such Reserve Report and any other information delivered in connection therewith is based on information that was prepared in good faith based upon assumptions believed to be reasonable at the time, (ii) with respect to each July 1 Reserve Report, such Reserve Report has been prepared in accordance with the procedures used in the immediately preceding Reserve Report (after taking into account any required changes to such procedures), (iii) the Loan Parties own good and defensible title to the proved producing Oil and Gas Properties and good title to the other proved Oil and Gas Properties, in each case, evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, and (iv) except as certified to the Administrative Agent in writing, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to its proved Oil and Gas Properties evaluated in such Reserve Report which would require any Loan Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor. If requested by the Administrative Agent, with the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying thatthat to his knowledge, to the best of his knowledge and after reasonable inquiry, in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning the none of their proved Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in been sold since the Pipelines, (iii) date of the last Borrowing Base determination 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 the which certificate shall list all proved Oil and Gas Properties evaluated sold and in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefordetail as reasonably required by the Administrative Agent, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (viii) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements with a term of more than one month that have been entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viiiii) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the proved Oil and Gas Properties of each Loan Party evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the Borrowing Base that the value of such Mortgaged Properties represent.

Reserve Reports. (a) The Borrower shall furnish Reserve Reports pertaining to the Administrative Agent six-month period ending December 31st and June 30th of each year (with such Reserve Reports to be delivered on or before the Lenders a 60th day following such six-month period); provided that with respect to the Reserve Report for the period ending June 30th of each March 15 during the term of this Agreement commencing March 15year, 2006such Reserve Report need only be prepared by Borrower and audited by an Approved Engineer. Each Reserve Report shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable in form and substance satisfactory to the Administrative Agent. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respectsshall: (i) be accompanied by a certification of Borrower to the information contained effect that nothing has occurred since the date of the last Reserve Report that could reasonably be expected to result in a Material Adverse Change, except that which has previously been disclosed to Administrative Agent in writing; (ii) be accompanied by a reconciliation showing any changes in the Oil and Gas Property Collateral since the date of the most recent of such Reserve Report in Borrower’s (or such Subsidiaries’, as the case may be) Working Interest or net revenue interest; (iii) be accompanied by a report, electronically delivered, containing a schedule of the Oil and Gas Collateral evaluated in such Reserve Report and any demonstrating compliance with the Collateral coverage test under Section 7.18, and (iv) contain such other information delivered as may be requested by Administrative Agent. Each delivery of a Reserve Report by Borrower to Administrative Agent also shall constitute a representation and warranty by Borrower to Administrative Agent that, unless otherwise disclosed to Administrative Agent in connection therewith is true and correctwriting on or prior to the date of such delivery, (iiI) Borrower (or its Subsidiary, as the producers owning case may be) owns the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons described in the PipelinesReserve Report, free and clear of any Liens (iiiexcept Permitted Liens), and (II) 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 the Oil and Gas Properties evaluated described in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties constitute at some future time without then or thereafter receiving full payment therefor, least ninety-five percent (iv95%) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificatevalue of Borrower’s Proved Reserves.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing on March 1, 2015, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding December 31 or June 30, 2006as applicable. Each The Reserve Report as of December 31 of each year shall be prepared by certified independent one or more petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative AgentAgent and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer Officer, in substantially the form of Exhibit G hereto (the “Reserve Report Certificate”), certifying that, to the best of his knowledge and that in all material respects: (i) the information contained provided by the Borrower in connection with the preparation of such Reserve Report and any other information delivered in connection therewith by the Borrower is true and correct, and any projections based upon such information have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable, subject to uncertainties inherent in all projections, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties of the Borrower and its Subsidiaries evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) none of the Oil and Gas Properties of the Borrower or its Subsidiaries evaluated in the immediately preceding Reserve Report have been sold since the date of immediately preceding Reserve 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 which certificate shall list all of the Oil and Gas Properties evaluated of the Borrower and its Subsidiaries sold and in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefordetail as reasonably required by the Administrative Agent, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted all marketing agreements constituting more than 15% of the revenues resulting from the immediately prior sale of Hydrocarbons produced from the Mortgaged Properties entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report that (A) pertain to the sale of production at a fixed price and (B) have a maturity or expiry date of more than six (6) months from the date of delivery of such Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (viv) attached to the certificate thereto is a list schedule of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to the certificateProperties.

Reserve Reports. (a) The On or before April 1st and October 1st of each year, commencing April 1, 2015, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Borrower and its Domestic Subsidiaries as of the immediately preceding January 1st and July 1st located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America). Each The Reserve Report as of January 1 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Parent Guarantor or the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the Administrative Agentprocedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Parent Guarantor shall furnish to the Administrative Agent a Reserve Report prepared by or under the supervision of the chief engineer of the Parent Guarantor and/or the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared, except as otherwise specified therein, in all material respects in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Parent Guarantor and/or the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower Parent Guarantor shall provide to the Administrative Agent and the Lenders a certificate Reserve Report Certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) except as set forth in an exhibit to the producers owning certificate, any Credit Party owns good and defensible title to, or a valid contractual interest in, the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) none of their 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, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the which certificate shall list all of its Oil and Gas Properties evaluated sold and in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil detail as reasonably required by the Administrative Agent and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate thereto is a list schedule of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached Properties and demonstrating the percentage of the total value of the Oil and Gas Properties that the value of such Mortgaged Properties represent in compliance with Section 8.13(a). (d) Notwithstanding anything in this Agreement to the certificatecontrary, during any Investment Grade Rating Period, the Borrower will not be required to comply with this Section 8.11(a), (b) or (c) so long as the Borrower has either (i) a Debt Rating from Xxxxx’x of Baa3 or better or (ii) a Debt Rating from S&P of BBB- or better.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing September 1st, 2006, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding January 1 or July 1, 2006as applicable. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent one or more petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative AgentAgent and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained provided by the Borrower in connection with the preparation of such Reserve Report and any other information delivered in connection therewith by the Borrower is true and correct, and any projections based upon such information have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable, subject to uncertainties inherent in all projections, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require the Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from have been sold since the immediately prior date of the last Reserve Report and a except as set forth on an exhibit to the certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report that the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the present value that such Mortgaged Properties represent.

Reserve Reports. (a) On or before March 1st and September 1st of each year, commencing January 1, 2005, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during prepared by or under the term supervision of this Agreement commencing March 15, 2006. Each the chief engineer of the Borrower who shall certify such Reserve Report shall to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative AgentAgent or the Borrower pursuant to Section 2.07(a), the Borrower shall provide such Reserve Report with an "as of" date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, and no statements or conclusions exist in such Reserve Report which are based upon or include misleading information or which fail to take into account material information regarding the matters reported therein to the extent such misstatement, misleading information or failure could reasonably be expected to have a Material Adverse Effect, (ii) the producers owning Borrower or its Restricted Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Total PV determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and certifying that each Oil and Gas Property except as set forth on a schedule attached to that constitutes collateral for the certificateSenior Revolving Credit Agreement also constitutes collateral for the Indebtedness outstanding under this Agreement.

Reserve Reports. (a) On or before March 1st and September 1st of each year, commencing March 1, 2006, the Borrowers shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Borrower Reserve Report as of December 31 of each year (and delivered on or before March 1 of the immediately following year) shall be prepared by one or more Approved Petroleum Engineers, and the June 30 Reserve Report (delivered on or before September 1) of each year shall be prepared either by or under the supervision of the chief engineer of the Borrowers who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report or by one or more Approved Petroleum Engineers. (b) In the event of a determination of the PV-10 as of a specified date other than January 1 and July 1, the Borrowers shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during prepared either by or under the term supervision of this Agreement commencing March 15, 2006. Each the chief engineer of the Borrowers who shall certify such Reserve Report shall to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report or by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable to the Administrative Agentmore Approved Petroleum Engineers. (bc) With the delivery of each Reserve Report, the Borrower Borrowers shall provide to the Administrative Agent and the Lenders 1) a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, and no statements or conclusions exist in such Reserve Report which are based upon or include misleading information or which fail to take into account material information regarding the matters reported therein to the extent such misstatement, misleading information or failure could reasonably be expected to have a Material Adverse Effect, (ii) the producers owning Borrowers or the Subsidiaries own good and defensible title to, or valid and enforceable leasehold interests in, the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelines, (iii) except as set forth on an exhibit to the certificate, on a net basis there and such Properties are no gas imbalances, take or pay or other prepayments with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list free of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property Liens except as set forth on a schedule attached to the certificate.for Liens permitted by

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing March 1, 2012, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Borrower and its Subsidiaries as of the immediately preceding December 31st and July 1st. Each The Reserve Report as of December 31 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination of the Borrowing Base under the Senior Revolving Credit Agreement, the Borrower shall furnish to the Administrative Agent and the Lenders a copy of the Reserve Report provided to the Senior Administrative Agent in connection with such Interim Redetermination, which shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last determination of the Borrowing Base under the Senior Revolving Credit Agreement except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total value of the Oil and Gas Properties that the value of such Mortgaged Properties represent in compliance with Section 8.14(a).

Reserve Reports. (a) The On or before April 1st and October 1st of each year, commencing April 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15the Borrower and its Subsidiaries as of the immediately preceding December 31st and June 30th, 2006as applicable. Each The Reserve Report as of December 31st of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the June 30th Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31st Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31st Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate Reserve Report Certificate substantially in the form of Exhibit J from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, (ii) the producers owning Borrower or its Restricted Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which exhibit shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating that the certificateBorrower is in compliance with Section 8.14 (the certificate described herein, the “Reserve Report Certificate”).

Reserve Reports. (a) On or before February 28 and August 31 of each year, commencing August 31, 2001, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an unscheduled redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during prepared by or under the term supervision of this Agreement commencing March 15, 2006. Each the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. For any unscheduled redetermination requested by the Required Lenders or the Borrower pursuant to Section 2.08(e), the Borrower shall be prepared provide such Reserve Report with an "as of" date as required by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative AgentAgent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Restricted Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.23 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeMajority Lenders, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the Closing Date or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.25 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, Closing Date and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to the certificateProperty.

Reserve Reports. (a) The On or before March 1 of each year, commencing March 1, 2004, the Borrower shall furnish to the Global Administrative Agent and the Lenders a Reserve Report. (b) In the event of a discretionary redetermination or a redetermination pursuant to clause (i) of Section 2.7(e), the Borrower shall furnish to the Global Administrative Agent and the Lenders a Reserve Report each March 15 during with an “as of” date as required by the term Global Administrative Agent and prepared by or under the supervision of this Agreement commencing March 15, 2006. Each the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. The Borrower shall be prepared provide such Reserve Reports required by certified independent petroleum engineers or other independent petroleum consultant(sthis Section 5.7(b) acceptable to as soon as possible, but in any event no later than 30 days following the receipt of the request by the Global Administrative Agent. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Global Administrative Agent and the Lenders Lenders, a certificate from a Responsible an Authorized Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelines, and such Properties are free of all Liens except for Liens permitted by Section 7.2 and (iii) except the report, in form and substance satisfactory to the Global Administrative Agent, attached as set forth on an exhibit to the certificate, sets forth on a net basis there are no all gas imbalances, take or pay or other prepayments with respect to the Borrower’s and any Subsidiaries’ Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate.

Reserve Reports. (a) The On or before March 1st, June 1st. September 1st and December 1st of each year, commencing June 1, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each evaluating the Oil and Gas Properties of the Borrower and its Subsidiaries as of the immediately preceding December 31st, March 15 during the term of this Agreement commencing March 1531st, 2006June 30th and September 30th respectively. Each The Reserve Report as of December 31st of each year shall be prepared by certified independent petroleum engineers one or more Approved Petroleum Engineers, and the other independent petroleum consultant(s) acceptable Reserve Reports of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31st Reserve Report. (b) If the Majority Lenders reasonably determine not more than one time between delivery of a Reserve Report that there has been a material adverse change in the Borrower’s and its Subsidiaries’ Oil and Gas Properties, drilling results, Total PDP PV-10 or cash flows, they may request an interim Reserve Report (each such, an “Interim Reserve Report”), and the Borrower shall furnish to the Administrative Agent such Interim Reserve Report prepared by an Approved Petroleum Engineer. For any Interim Reserve Report so requested, the Borrower shall provide such Reserve Report with an “as of” date as reasonably required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report (including any Interim Reserve Report), the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the factual information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in s evaluated in such Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Propertie Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from have been sold since the immediately prior date of the last Reserve Report and a except as set forth on an exhibit to the certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring and the reason for such changesold, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons in marketing agreements entered into subsequent to the Pipelines from their Oil and Gas Properties, later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule had such agreement 7.19 n effect on the date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas been i Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total value of the Oil and Gas Properties that the value of such Mortgaged Properties represent.

Reserve Reports. (a) The On or before April 1 and October 1 of each year, commencing April 1, 2016, the Borrower shall furnish to the Administrative Agent and the Revolving Credit Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Credit Parties as of the immediately preceding December 31 and July 1. Each The Reserve Report as of December 31 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower or the Parent who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Revolving Credit Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower or the Parent who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.08(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Revolving Credit Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or the other Credit Parties owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor Credit Party to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (v) each Offtaker has executed instruction letters pursuant to which it has agreed to make payments under each Offtake Agreement to which it is a party to the relevant Collection Account as required by Section 8.14(d), (vi) attached to the certificate is a true and complete list of (A) all producers transporting Persons to whom the Credit Parties sell crude oil and any other Hydrocarbons in and (B) all contracts for the Pipelines from their Oil purchase and Gas Propertiessale of crude oil and any other Hydrocarbons to which any Credit Party is a party (including, and without limitation, each Offtake Agreement), (vii) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on included in the Borrowing Base, and (viii) attached thereto is a schedule attached of the Oil and Gas Properties evaluated by such Reserve Report that are subject to Security Instruments in favor of the certificateAdministrative Agent and demonstrating the percentage of the total proved value of the Oil and Gas Properties that the value of such Oil and Gas Properties represent.

Reserve Reports. (a) The On or before March 1st, June 1st, September 1st, and December 1st of each year, commencing June 1, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each evaluating the Oil and Gas Properties of the Borrower and its Subsidiaries as of the immediately preceding December 31st, March 15 during the term of this Agreement commencing March 1531st, 2006June 30th and September 30th respectively. Each The Reserve Report as of December 31st of each year shall be prepared by certified independent petroleum engineers one or more Approved Petroleum Engineers, and the other independent petroleum consultant(s) acceptable Reserve Reports of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31st Reserve Report. (b) If the Majority Lenders reasonably determine not more than one time between delivery of a Reserve Report that there has been a material adverse change in the Borrower’s and its Subsidiaries’ Oil and Gas Properties, drilling results, Total PDP PV-10 or cash flows, they may request an interim Reserve Report (each such, an “Interim Reserve Report”), and the Borrower shall furnish to the Administrative Agent such Interim Reserve Report prepared by an Approved Petroleum Engineer. For any Interim Reserve Report so requested, the Borrower shall provide such Reserve Report with an “as of” date as reasonably required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report (including any Interim Reserve Report), the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the factual information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from have been sold since the immediately prior date of the last Reserve Report and a except as set forth on an exhibit to the certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring and the reason for such changesold, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total value of the Oil and Gas Properties that the value of such Mortgaged Properties represent.

Reserve Reports. (a) The On or before March 1 and September 1 of each year, commencing September 1, 2013, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Credit Parties as of the immediately preceding December 31 and July 1. Each The Reserve Report as of December 31 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower or the Parent who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower or the Parent who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or the other Credit Parties owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor Credit Party to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (v) each Offtaker has executed instruction letters pursuant to which it has agreed to make payments under each Offtake Agreement to which it is a party to the relevant Collection Account as required by Section 8.14(d), (vi) attached to the certificate is a true and complete list of (A) all producers transporting Persons to whom the Credit Parties sell crude oil and any other Hydrocarbons in and (B) all contracts for the Pipelines from their Oil purchase and Gas Propertiessale of crude oil and any other Hydrocarbons to which any Credit Party is a party (including, and without limitation, each Offtake Agreement), (vii) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on included in the Borrowing Base, and (viii) attached thereto is a schedule attached of the Oil and Gas Properties evaluated by such Reserve Report that are subject to Security Instruments in favor of the certificateAdministrative Agent and demonstrating the percentage of the total proved value of the Oil and Gas Properties that the value of such Oil and Gas Properties represent.

Reserve Reports. (a) The Commencing on October 1, 2010 and on or before each April 1 and October 1 of each year thereafter, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Credit Parties as of the immediately preceding January 1st and July 1st. The Reserve Reports as of January 1 and July 1 of each March 15 during the term of this Agreement commencing March 15, 2006. Each Reserve Report year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable to the Administrative Agentmore Approved Petroleum Engineers. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer Officer, in substantially the form of Exhibit H attached hereto, certifying that, to the best of his knowledge and that in all material respects: (i) the information data contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Credit Parties own good and defensible title to the Hydrocarbon Interests in the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor Credit Party to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the Effective Date or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, Effective Date and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to the certificateProperties which demonstrates compliance with Section 8.14(a).

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing September 1, 2011, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding December 31 or June 30, 2006as applicable. Each The Reserve Report as of December 31 of each year shall be prepared by certified one or more independent petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative AgentAgent and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the “Manager of Acquisitions and Planning” of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (ivi) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (iivii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iiiviii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require the Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (ivix) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (vix) attached to the certificate is a list of all producers transporting Hydrocarbons in marketing agreements entered into subsequent to the Pipelines from their Oil and Gas Properties, and (vii) all later of the Pipelines gathering Hydrocarbons from date hereof or the most recently delivered Reserve Report that the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereof and xi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the present value that such Mortgaged Properties represent.

Reserve Reports. (ai) On or before March 1 and September 1 of each year, commencing March 1, 2004, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers, and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (ii) In the event of an unscheduled redetermination of the Borrowing Base, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during prepared by or under the term supervision of this Agreement commencing March 15, 2006. Each the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. For any unscheduled redetermination requested by the Required Lenders or the Borrower pursuant to Section 2.21(v), the Borrower shall be prepared provide such Reserve Report with an “as of” date as required by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative AgentAgent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (biii) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders Lenders, a certificate from a Responsible an Authorized Officer certifying that, to the best of his knowledge and in all material respects: (ia) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (iib) the producers owning Borrower or its Restricted Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 6.2.3, (iiic) 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 the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (ivd) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such change, Required Lenders and (vie) attached to the certificate thereto is a list schedule of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to the certificateProperty.

Reserve Reports. (a) The On or before April 1 and October 1 of each year, commencing April 1, 2016, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Credit Parties as of the immediately preceding December 31 and July 1. Each The Reserve Report as of December 31 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower or the Parent who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower or the Parent who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or the other Credit Parties owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor Credit Party to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (v) each Offtaker has executed instruction letters pursuant to which it has agreed to make payments under each Offtake Agreement to which it is a party to the relevant Collection Account as required by Section 8.14(d), (vi) attached to the certificate is a true and complete list of (A) all producers transporting Persons to whom the Credit Parties sell crude oil and any other Hydrocarbons in and (B) all contracts for the Pipelines from their Oil purchase and Gas Propertiessale of crude oil and any other Hydrocarbons to which any Credit Party is a party (including, and without limitation, each Offtake Agreement), (vii) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on included in the Borrowing Base, and (viii) attached thereto is a schedule attached of the Oil and Gas Properties evaluated by such Reserve Report that are subject to Security Instruments in favor of the certificateAdministrative Agent and demonstrating the percentage of the total proved value of the Oil and Gas Properties that the value of such Oil and Gas Properties represent.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing September 1, 2010, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Borrower and its Subsidiaries as of the immediately preceding January 1st and July 1st. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total value of the Oil and Gas Properties that the value of such Mortgaged Properties represent in compliance with Section 8.14(a).

Reserve Reports. (a) The On or before April 1st and October 1st of each year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term oil and gas reserves attributable to the Oil and Gas Properties of this Agreement commencing March 15the Credit Parties and their Restricted Subsidiaries as of the immediately preceding December 31 and June 30, 2006respectively. Each The Reserve Report as of December 31 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding December 31 Reserve Report. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer Reserve Report Certificate certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Restricted Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments prepayments, with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from have been sold since the immediately prior date of the last Reserve Report and a except as set forth on an exhibit to the certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the Closing Date or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, Closing Date and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except Properties. (c) The Borrower shall at all times cooperate with the Approved Petroleum Engineers so as set forth on a schedule attached to the certificateenable them to produce all reports required by, or contemplated to be delivered under, this Agreement.

Reserve Reports. Prior to the Investment Grade Rating Date: (a) The Borrower On or before March 1st of each year, commencing March 1, 2019, the Company shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during Report, in form and substance consistent with the term requirements set forth in the definition thereof, evaluating the Proved Oil and Gas Properties of this Agreement commencing March 15the Company and its Subsidiaries as of the immediately preceding January 1st; provided that if as of the last day of the fiscal quarter ending June 30th of such year, 2006the Consolidated Leverage Ratio for the period of four consecutive fiscal quarters ending on such day exceeds 3.00 to 1.00, then, if requested by the Administrative Agent, the Company shall furnish to the Administrative Agent and the Lenders, on or before September 1st of such year, a Reserve Report, in form and substance consistent with the requirements set forth in the definition thereof, evaluating the Proved Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding July 1st of such year. Each Reserve Report shall be either prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, or by or under the supervision of the chief engineer of the Company, who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the Administrative Agent.procedures used in the immediately preceding January 1 Reserve Report. CREDIT AGREEMENT (b) With the delivery of each Reserve Report, the Borrower Company shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report Report, as applicable, and any other information delivered in connection therewith is true and correct, (ii) the producers owning Company or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the PipelinesReport, and such Properties are free of all Liens except for Liens permitted by Section 6.03 and (iii) none of their Oil and Gas Properties have been sold (other than Hydrocarbons sold in the ordinary course of business) since the date of the most recently delivered Reserve Report hereunder 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 the which certificate shall list all of its Oil and Gas Properties evaluated sold (other than Hydrocarbons sold in the ordinary course of business) and in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to detail as required by the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateAdministrative Agent.

Reserve Reports. (a) The On or before March 31st and September 30th of each year, commencing March 31, 2020, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating, as of the term immediately preceding December 31st and June 30th, the Proved Reserves of this Agreement commencing March 15the Borrower and the Credit Parties located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America), 2006together with such other reports, data and supplemental information, as may, from time to time, be reasonably requested by the Majority Lenders. Each Reserve Report (x) as of December 31 shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(smore Approved Petroleum Engineers or (y) acceptable to as of June 30 shall be prepared by or under the Administrative Agentsupervision of the chief engineer of the Borrower or a Restricted Subsidiary. (b) [Reserved]. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and a Reserve Report Certificate from an Authorized Officer of the Lenders a certificate from a Responsible Officer Borrower certifying that, to the best of his knowledge and that in all material respects: : (i) in the case of Reserve Reports prepared by or under the supervision of the chief engineer of the Borrower or a Restricted Subsidiary (other than December 31 Reserve Reports), such Reserve Report has been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect in all material respects; (iii) except as set forth in an exhibit to such certificate, (ii) the producers owning Borrower or another Credit Party has good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted (other than those (x) Disposed of in compliance with Obligors to transport their Hydrocarbons in the PipelinesSection 10.4 since delivery of such Reserve Report, (iiiy) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Oil and Gas Properties are free of all Liens except for Liens permitted by Section 10.2; (iv) except as set forth on an exhibit to the such certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all excess of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate.volume specified in

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing September 1st, 2005, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding January 1 or July 1, 2006as applicable. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent one or more petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative AgentAgent and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an "as of" date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require the Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report that the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the present value that such Mortgaged Properties represent.

Reserve Reports. (a) The On or before April 1st and October 1st of each year, commencing April 1, 2011, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating ninety-five percent (95%) of the term value of this Agreement commencing March 15, 2006the Oil and Gas Properties of the Borrower and the other Loan Parties as of the immediately preceding January 1st and July 1st. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable to more Approved Petroleum Engineers, and the Administrative AgentJuly 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than forty-five (45) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer of the Borrower certifying that, to on behalf of the best of his knowledge and Borrower that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or other Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Loan Party to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas PropertiesAdministrative Agent, and (viiv) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the Borrowing Base that the value of such Mortgaged Properties represent in compliance with Section 8.14(a).

Reserve Reports. (a) The On or before May 1st and November 1st of each year, commencing November 1, 2022, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Borrowing Base Properties of this Agreement commencing March 15the Borrower and the other Loan Parties as of the immediately preceding January 1st or July 1st, 2006as applicable. Each The Reserve Report as of January 1st and delivered on or before May 1st of each year (the “January 1 Reserve Report”) shall be prepared by certified independent petroleum engineers one or more Approved Petroleum Engineers, and each other independent petroleum consultant(s) acceptable Reserve Report of each year may be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the Administrative Agentprocedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than 30 days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or the Oil other Loan Parties own good and Gas defensible title to the Borrowing Base Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor other Loan Party to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached none of their Borrowing Base Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate is a certificate, which exhibit shall list all of Oil its Borrowing Base Properties sold and Gas Properties added to and deleted from in such detail as reasonably required by the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into by a Loan Party subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Borrowing Base Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total value of the Properties listed in such Reserve Report that the value of such Properties represent and that such percentage is in compliance with Section 8.14(a).

Reserve Reports. (a) The On the applicable Compliance Certificate Delivery Date (commencing with the date of delivery of the Reserve Report dated as of December 31, 2024), the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each evaluating the Oil and Gas Properties of the Borrower and its Subsidiaries as of the preceding December 31st, March 15 during the term of this Agreement commencing March 1531st, 2006June 30th or September 30th, respectively. Each The Reserve Report as of December 31st of each year shall be prepared by certified independent petroleum engineers one or more Approved Petroleum Engineers, and each other independent petroleum consultant(sReserve Report delivered under this Section 8.11(a) acceptable shall be prepared either by Approved Petroleum Engineers or by under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and correct in all material respects and to have been prepared in accordance with the Administrative Agentprocedures used in the immediately preceding Third Party Reserve Report. (b) In addition to Reserve Reports delivered pursuant to the foregoing clause (a), the Borrower shall furnish to the Administrative Agent any Reserve Report furnished to the Superpriority Revolving Agent substantially simultaneously with the delivery of such Reserve Report to the Superpriority Revolving Agent, together with any reserve database or other supporting materials used in preparing such Reserve Report that were delivered to the Superpriority Revolving Agent or any Superpriority Revolving Lender (including any engineering reports under the Superpriority Revolving Credit Agreement). (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to on behalf of the best of his knowledge and Borrower that in all material respects: (i) the factual information contained in the Reserve Report and any other information delivered in connection contained therewith is true and correctcorrect and to its knowledge there are no statements or conclusions in such Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to it regarding the matters reported therein, (ii) to the producers owning extent the Borrower prepared such report, the Borrower acted in good faith and utilized reasonable assumptions and due care in the preparation of such Reserve Report, (iii) each Credit Party has good and defensible title to its Oil and Gas Properties evaluated in such Reserve Report have contracted (other (A) than those Oil and Gas Properties disposed of in compliance with Obligors Section 9.11 and as set forth on an exhibit to transport their such certificate (other than Hydrocarbons sold in the Pipelinesordinary course of business), (iiiB) that constitute leases that have expired in accordance with their terms or (C) that have title defects disclosed in writing to the Administrative Agent (including through the provision of title information pursuant to Section 8.12(a)) and such Properties are free of all Liens except for Permitted Liens, (iv) except as set forth on an exhibit to the certificate, on a net aggregate basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor Credit Party or any Subsidiary thereof to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (ivv) attached to none of the certificate is a list of Oil and Gas Properties added to and deleted from of the immediately prior Credit Parties have been sold since the date of the most recent Reserve Report and a delivered hereunder except as set forth on an exhibit to the certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from all of such Oil and Gas Properties occurring sold (other than Hydrocarbons in the ordinary course of business) and in such detail as reasonably required by the reason for such changeAdministrative Agent, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (vii) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to the certificateProperties.

Reserve Reports. (a) The Borrower On or before February 15th and August 15th of each year, commencing August 15, 2016, the Parent Guarantor shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Borrower as of the immediately preceding January 1st and July 1st. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the July 1 Reserve Report of each year shall be prepared in form and substance and shall use forecasts and assumptions satisfactory to the Administrative AgentAgent and be by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) [Reserved]. (c) With the delivery of each Reserve Report, the Borrower Parent Guarantor shall provide to the Administrative Agent and the Lenders (x) all other reports, data and supplemental information as may be reasonably requested by the Administrative Agent or the Lenders and (y) a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower owns good and defensible title to the Proved Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the PipelinesReport, (iii) the Oil and Gas Properties are free of all Liens except for Liens permitted by Section 9.03, (iv) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (ivv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Test Date except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of the Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Parent Guarantor could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (vii) all attached to the certificate is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property Properties and that the Administrative Agent has a Lien on all Oil and Gas Properties of the Borrower except as set forth specifically noted on a schedule attached to the such certificate.

Reserve Reports. (a) The Borrower Not later than March 15 of each year, commencing March 15, 2002, the Parent Guarantor shall furnish to the Administrative Agent and the Lenders Trustee a Reserve Report that (i) evaluates the Oil and Gas Assets of the Parent Guarantor and the Restricted Subsidiaries as of the immediately preceding January 1st, and (ii) sets forth the projected production from proved producing properties for each month during the period commencing on such March 15 during and ending 36 months after such date, for both crude oil and natural gas production, individually, and in the term aggregate on an Mcfe basis. In addition, not later than 30 days following any acquisition or exchange (or series of this Agreement commencing March 15such transactions) of any Oil and Gas Assets having aggregate volumes of proved developed producing reserves in excess of 20% of the aggregate proved producing reserves set forth in the most recently delivered Reserve Report, 2006the Parent Guarantor shall furnish to the Trustee a supplemental Reserve Report pertaining to the Oil and Gas Assets acquired in such exchange. Each such Reserve Report of each year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agentof recognized national standing. (b) With the delivery of each March 15 Reserve Report, the Borrower Parent Guarantor shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer Trustee, an Officers' Certificate certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Parent Guarantor and/or a Restricted Subsidiary owns good and defensible title to the Oil and Gas Properties Assets evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such properties are free of all Liens except for Permitted Liens, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the Oil and Gas Properties Assets evaluated in such Reserve Report which would require any Obligor the Parent Guarantor or a Restricted Subsidiary to transport Hydrocarbons deliver hydrocarbons produced from such Oil and Gas Properties Assets at some future time without then or thereafter receiving full payment therefor, (iv) none of the Oil and Gas Assets have been sold since the date of the last Reserve Report except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Assets sold, (v) attached to the certificate is a list of the Oil and Gas Properties Assets added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached of all Persons disbursing proceeds to the certificate is Parent Guarantor or a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons Restricted Subsidiary from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property Assets, (vi) except as set forth on a schedule attached to the certificate.certificate all of the Oil and Gas Assets evaluated by such Reserve Report are subject to the Lien created by the Security Documents and showing calculations to demonstrate compliance with clause (d) of Section 4.23 hereof and (vii) any change in working interest or net revenue interest in its Oil and Gas Assets occurring and the reason for such change. 62 70

Reserve Reports. (a) The On or before March 15th of each year, commencing March 15, 2016, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during the term of this Agreement commencing March 15Report, 2006. Each which Reserve Report shall be prepared or audited by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable to the Administrative Agentmore Approved Petroleum Engineers. (b) [Reserved]. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying thatthat to his knowledge, to the best of his knowledge and after reasonable investigation, in all material respects: (i1) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctbased on information that was prepared in good faith based upon assumptions believed to be reasonable at the time, (ii2) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties Proved Reserves evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Proved Reserves are free of all Liens except for Liens permitted by Section 6.07, (iii3) except as set forth on an exhibit to the certificate, on a net basis there are no material gas imbalances, take or pay or other prepayments with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv4) none of the Borrower’s and its Subsidiaries’ Proved Reserves have been sold since the date of the last Reserve Report except as set forth on an exhibit to the certificate, which certificate shall list all of its Proved Reserves sold and in such detail as reasonably required by the Administrative Agent and (5) attached to the certificate thereto is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties Proved Reserves evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to the certificateProperties.

Reserve Reports. (a) The On or before April 1 and October 1 of each year, commencing April 1, 2015, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Borrower and its Subsidiaries as of the immediately preceding February 1 and August 1. Each The Reserve Report as of August 1 of each year shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) more Approved Petroleum Engineers, and the February 1 Reserve Report of each year shall be prepared, in a form reasonably acceptable to the Administrative Agent, by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding August 1 Reserve Report. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer of the Borrower certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect in all material respects, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added to and deleted from have been sold since the immediately prior date of the last Reserve Report and a except as set forth on an exhibit to the certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the total proved value of such Mortgaged Properties represent in compliance with Section 8.14(a).

Reserve Reports. (a) The Borrower shall furnish to the Administrative Agent and the Lenders a the Reserve Report each March 15 during delivered to the term of this First Lien Agent pursuant to the First Lien Credit Agreement commencing March 15, 2006. Each no later than 2 Business Days after such Reserve Report shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable is furnished to the Administrative First Lien Agent. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying thatthat in all material respects, to the best of his knowledge and in all material respectssuch Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the producers owning representations and warranties contained in Section 7.17(a) and Section 7.17(b) remain true and correct as of the Oil and Gas Properties evaluated in date of such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinescertificate, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay imbalances or other prepayments made to the Borrower, any Restricted Subsidiary or any Designated Partnership with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary or any Designated Partnership to transport deliver and transfer ownership at some future time volumes of Hydrocarbons produced from such Oil and Gas Properties at some future time having a value (based on current prices) of more than $5,000,000 without then or thereafter receiving full payment therefortherefor at the time of delivery of those Hydrocarbons, (iv) attached to none of the certificate is a list of Oil and Gas Properties added of the Loan Parties or the Designated Partnerships have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which exhibit shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of the Oil and Gas Properties occurring and so sold in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached to the certificate is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report (other than Designated Partnership Properties) as set forth on a schedule attached to of the certificatedate of the certificate that the value of such Mortgaged Properties represent.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, commencing September 1st, 2006, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding January 1 or July 1, 2006as applicable. Each The Reserve Report as of January 1 of each year shall be prepared by certified independent one or more petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative AgentAgent and the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained provided by the Borrower in connection with the preparation of such Reserve Report and any other information delivered in connection therewith by the Borrower is true and correct, and any projections based upon such information have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable, subject to uncertainties inherent in all projections, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require the Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report that the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the present value that such Mortgaged Properties represent.

Reserve Reports. (a) The Borrower On or before February 1st and August 1st of each year, after the First Redetermination Date, the Borrowers shall furnish to the Administrative Agent Lender a Reserve Report. The Reserve Report as of January 1 of each year and the Lenders a Reserve Report each March 15 during delivered in connection with the term of this Agreement commencing March 15, 2006. Each Reserve Report first redetermination shall be prepared by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable more Approved Petroleum Engineers, and the August 1 Reserve Report of each year shall also be prepared by one or more Approved Petroleum Engineers,. In each case, the chief engineer of the Borrowers shall certify that to his knowledge, such Reserve Report is in all material respects based on information that was prepared in good faith based upon assumptions believed to be reasonable at the Administrative Agenttime and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. (b) In the event of an Interim Redetermination, except in connection with the first redetermination, the Borrowers shall furnish to the Lender a Reserve Report prepared by or under the supervision of the chief engineer of the Borrowers who shall certify that to his knowledge such Reserve Report to be based in all material respects on information that was prepared in good faith based upon assumptions believed to be reasonable at the time and to have been prepared in all material respects in accordance with the procedures used in the immediately preceding Reserve Report except that the Properties covered by such report may, in the discretion of the Borrowers, be limited to the proved Oil and Gas Properties acquired since the last redetermination of the Borrowing Base. For any Interim Redetermination requested by the Lender or the Borrowers pursuant to Section 2.05(b)(ii), the Borrowers shall provide such Reserve Report with an “as of” date as required by the Lender as soon as possible, but in any event no later than seven (7) Business Days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower Borrowers shall provide to the Administrative Agent and the Lenders Lender a certificate from a Responsible Officer certifying thatthat to his knowledge, to the best of his knowledge and after reasonable investigation, in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctbased on information that was prepared in good faith based upon assumptions believed to be reasonable at the time, (ii) a Borrower owns defensible title to the producers owning the proved Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.17 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrowers or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their proved Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its proved Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeLender, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrowers would reasonably be expected to have been obligated to list on Schedule 7.18 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the proved Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the Borrowing Base that the value of such Mortgaged Properties represent.

Reserve Reports. (a) The On or before March 1st and September 1st of each year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during as of the term of this Agreement commencing March 15immediately preceding December 31 or June 30, 2006as applicable. Each The Reserve Report as of December 31 of each year shall be prepared by certified independent one or more petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative AgentAgent and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained provided by the Borrower in connection with the preparation of such Reserve Report and any other information delivered in connection therewith by the Borrower is true and correct, and any projections based upon such information have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable, subject to uncertainties inherent in all projections, (ii) the producers owning Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require the Borrower or any Obligor of its Subsidiaries to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report that the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the present value that such Mortgaged Properties represent.

Reserve Reports. (a) On or before April 1st and October 1st of each year, commencing April 1, 2007, the Borrowers shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Borrower Reserve Report as of December 31st (to be furnished by April 1st of the following year) of each year shall be prepared by (i) one or more Approved Petroleum Engineers with respect to not less than eighty percent (80%) of the Recognized Value of the Borrowers’ proved Oil and Gas Properties, and (ii) the chief engineer of the Borrowers with respect to the remaining twenty percent (20%) (or such lesser percentage as may not be covered pursuant to clause (i) above) of the Recognized Value of the Borrowers’ proved Oil and Gas Properties, and the June 30th Reserve Report (to be furnished by October 1st) of each year shall be prepared by or under the supervision of the chief engineer of the Borrowers. In each case, the chief engineer of the CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT Borrowers shall certify that such Reserve Report is based on information that was prepared in good faith based upon assumptions believed to be reasonable at the time and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. (b) In the event of an Interim Redetermination, the Borrowers shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during prepared by or under the term supervision of this Agreement commencing March 15the chief engineer of the Borrowers who shall certify such Reserve Report to be based on information that was prepared in good faith based upon assumptions believed to be reasonable at the time and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report except that the Properties covered by such report may, 2006. Each in the discretion of the Borrowers, be limited to the proved Oil and Gas Properties acquired since the last redetermination of the Borrowing Base (provided, that, in connection with any Interim Redetermination requested by the Administrative Agent pursuant to Section 2.07(b)(ii), the Reserve Report shall be prepared cover such additional Oil and Gas Properties of the Borrowers as the Required Lenders may reasonably request). For any Interim Redetermination requested by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative AgentAgent or the Borrowers pursuant to Section 2.07(b)(ii) or Section 2.07(b)(iii), the Borrowers shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than forty-five (45) days following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower Borrowers shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer of Borrower Representative certifying thatthat to his knowledge, to the best of his knowledge and after reasonable investigation, in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctbased on information that was prepared in good faith based upon assumptions believed to be reasonable at the time, (ii) the producers owning Credit Parties own good and defensible title to the proved Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor Credit Party to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their proved Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its proved Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrowers could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached thereto is a schedule of the Pipelines gathering Hydrocarbons from the proved Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except Properties and demonstrating the percentage of the Borrowing Base and, as set forth on a schedule attached to applicable, the certificate.Conforming Borrowing Base, that the value of such Mortgaged Properties represent. CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT

Reserve Reports. (a) The On or before March 15th and September 15th of each year, commencing March 15, 2011, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during evaluating the term Oil and Gas Properties of this Agreement commencing March 15, 2006the Borrower and its Domestic Subsidiaries as of the immediately preceding December 31st or June 30th located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America). Each The Reserve Report as of December 31st of each year shall be reviewed by one or more Approved Petroleum Engineers. The June 30th Reserve Report of each year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to under the Administrative Agentsupervision of the chief engineer of the Borrower. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than forty-five (45) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and knowledge, in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower or its Domestic Subsidiaries owns good and defensible title to or valid leasehold interests in, the material Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors and such Properties are free of all Liens except for Liens permitted to transport their Hydrocarbons in the Pipelines, attach to such Oil and Gas Properties by Section 9.03 and (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay Advance Payment Contracts or other prepayments in excess of the volume specified in Section 7.16 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate.

Reserve Reports. (ai) On or before March 1 of each calendar year, commencing March 1, 2004, a Reserve Report prepared by an Approved Engineer, dated as of December 31 of the preceding year; (ii) On or before September 1 of each calendar year, commencing September 1, 2004, a Reserve Report prepared by the Borrower, dated as of June 30 of such year; (iii) In the event of a discretionary redetermination by the Lenders pursuant to Section 2.8.4, (A) a Reserve Report with an "as of date as required by the Engineering Banks and prepared by an Approved Engineer (unless the Engineering Banks shall have previously consented in writing to a certificate from the Borrower's internal engineers), who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report, along with (B) such updated engineering, production, operating and other data as the Engineering Banks, the Issuer or any Lender may reasonably request thereafter. The Borrower shall furnish to provide such Reserve Reports required by this Section 7.1.1(m)(iii) as soon as possible, but in any event no later than thirty (30) days following the receipt of the request by the Administrative Agent and on behalf of the Lenders a Reserve Report each March 15 during the term of this Agreement commencing March 15, 2006. Each Reserve Report shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent.Engineering Banks; and (biv) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible an Authorized Officer of the Borrower certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning Borrower and its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelines, and such Oil and Gas Properties are free of all Liens except for Liens permitted by Section 7.2.3 and (iii) except the report, in form and substance satisfactory to the Administrative Agent, attached as set forth on an exhibit to the certificate, sets forth on a net basis there are no all gas imbalances, take or pay or other prepayments with respect to the Borrower's and any Subsidiaries' Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Subsidiary to transport deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate.

Reserve Reports. (a) On or before March 1st and September 1st of each year, commencing March 1, 2006, the Borrowers shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Borrower Reserve Report as of December 31 (and delivered on or before March 1) of each year shall be prepared by one or more Approved Petroleum Engineers, and the June 30 Reserve Report (delivered on or before September 1) of each year shall be prepared either by or under the supervision of the chief engineer of the Borrowers who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report or by one or more Approved Petroleum Engineers. (b) In the event of an Interim Redetermination, the Borrowers shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during prepared either by or under the term supervision of this Agreement commencing March 15, 2006. Each the chief engineer of the Borrowers who shall certify such Reserve Report shall to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report or by certified independent petroleum engineers one or other independent petroleum consultant(s) acceptable to more Approved Petroleum Engineers. For any Interim Redetermination requested by the Administrative AgentAgent or the Borrowers pursuant to Section 2.07(b), the Borrowers shall provide such Reserve Report with an "as of" date as required by the Administrative Agent as soon as possible, but in any event no later than sixty (60) days following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower Borrowers shall provide to the Administrative Agent and the Lenders (1) a certificate from a Responsible Officer certifying that, to the best of his knowledge and that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correctcorrect and no statements or conclusions exist in such Reserve Report which are based upon or include misleading information or which fail to take into account material information regarding the matters reported therein to the extent such misstatement, misleading information or failure could reasonably be expected to have a Material Adverse Effect, (ii) the producers owning Borrowers or the Subsidiaries own good and defensible title to, or valid and enforceable leasehold interests in, the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinesand such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrowers or any Obligor Subsidiary to transport deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list none of their Oil and Gas Properties added have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which certificate shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of its Oil and Gas Properties occurring sold and in such detail as reasonably required by the reason for such change, Administrative Agent and (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrowers could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (vii2) all electronically, a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except as set forth on a schedule attached to Properties and demonstrating the certificatepercentage of the Borrowing Base that the value of such Mortgaged Properties represent in compliance with Section 8.14.

Reserve Reports. (a) The Borrower shall furnish to the Administrative Agent and the Lenders a the Reserve Report each March 15 during delivered to the term of this First Lien Agent pursuant to the First Lien Credit Agreement commencing March 15, 2006. Each no later than two Business Days after such Reserve Report shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable is furnished to the Administrative First Lien Agent. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying thatthat in all material respects, to the best of his knowledge and in all material respectssuch Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the producers owning representations and warranties contained in Section 7.17(a) and Section 7.17(b) remain true and correct as of the Oil and Gas Properties evaluated in date of such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelinescertificate, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay imbalances or other prepayments made to the Borrower, any Restricted Subsidiary or any Tax Advantaged Drilling Partnership with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Obligor Restricted Subsidiary or any Tax Advantaged Drilling Partnership to transport deliver and transfer ownership at some future time volumes of Hydrocarbons produced from such Oil and Gas Properties at some future time having a value (based on current prices) of more than $2,000,000 without then or thereafter receiving full payment therefortherefor at the time of delivery of those Hydrocarbons, (iv) attached to none of the certificate is a list of Oil and Gas Properties added of the Loan Parties or the Tax Advantaged Drilling Partnerships have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to and deleted from the immediately prior Reserve Report and a certificate, which exhibit shall list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such all of the Oil and Gas Properties occurring and so sold in such detail as reasonably required by the reason for such changeAdministrative Agent, (viv) attached to the certificate is a list of all producers transporting Hydrocarbons marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the Pipelines from their Oil and Gas Properties, date hereof and (viivi) all attached to the certificate is a schedule of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property except Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report (other than Tax Advantaged Drilling Partnership Properties) as set forth on a schedule attached to of the certificatedate of the certificate that the value of such Mortgaged Properties represent.