Reserve Reports. (a) On or before March 1st and September 1st of each year, commencing September 1, 2012, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st and June 30th, the Proved Reserves of the 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 Reserve Report as of December 31 and June 30 shall be prepared, at the election of the Borrower (x) by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer of the Borrower or by the Borrower; provided that the Reserve Report as of June 30, 2012, and Reserve Reports as of December 31 of each year that are prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower shall, in each case, be audited by one or more Approved Petroleum Engineers. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower or by the Borrower. 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 a Reserve Report Certificate from an Authorized Officer of the Borrower certifying 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 by the Borrower (other than the June 30, 2012 Reserve Report and 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 correct in all material respects; (iii) except as set forth in an exhibit to such certificate, the Borrower or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.410.4 since deliverythe date of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.210.2; (iv) except as set forth on an exhibit to such certificate, as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.188.18 with respect to the Credit Parties’ Oil and Gas Propertyies evaluated in such Reserve Report that would require the Borrower or any other Credit 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; (v) none of the Borrowing Base Properties have been Disposed since the date of the last Borrowing Base determinationimmediately preceding Reserve Report to the date of the Reserve Report being delivered, except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Base; and (vi) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements entered into subsequent to the later of the Closing Date and the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Parties’ average monthly production of Hydrocarbon volumes and (ii) have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment and (2) all counties and parishes in which the Borrowing Base Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral (calculated at the timeas of deliverythe date of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the Closing Date through and including April 1, 2014, the Sponsor Development Plan then in effect.
Appears in 1 contract
Reserve Reports. (a) On or before March 1st and September 1st of each year, commencing September 1, 2012, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st and June 30th, the Proved Reserves of the 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 Reserve Report as of December 31 and June 30 shall be prepared, at the election of the Borrower (x) by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer of the Borrower or by the Borrower; provided that the Reserve Report as of June 30, 2012, and Reserve Reports as of December 31 June 30 of each year that are prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower shall, shall in each case, case be audited by one or more Approved Petroleum Engineers.
(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower or by the Borrower. 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 a Reserve Report Certificate from an Authorized Officer of the Borrower certifying 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 by the Borrower (other than the June 30, 2012 Reserve Report and December 31 30 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 June 30 Reserve Report or the Initial Reserve Report, if no December 31 June 30 Reserve Report has been delivered;
(ii) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects;
(iii) except as set forth in an exhibit to such certificate, the Borrower or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.410.4 10.4 since deliverythe date delivery of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.210.210.2;
(iv) except as set forth on an exhibit to such certificate, as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.188.18 8.18 with respect to the Credit Parties’ Oil and Gas Propertyies Property evaluated in such Reserve Report that would require the Borrower or any other Credit 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;
(v) none of the Borrowing Base Properties have been Disposed since the date of the last Borrowing Base determinationimmediately preceding Reserve Report to the date of the Reserve Report being delivered, determination except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Base; and
(vi) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, 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 the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Parties’ average monthly production of Hydrocarbon volumes and (ii) have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment applicable and (2) all counties and parishes in which the Borrowing Base Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral (calculated at the timeas time of deliverythe date delivery of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the Closing Date through and including April 1, 2014, the Sponsor Development Plan then in effect.
Appears in 1 contract
Reserve Reports. (a) On or before March 31st (or March 1st in the case of the Reserve Report in respect of December 31, 2012) and September 1st 30th of each year, commencing September 1, 2012March 2013, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st and June 30th, the Proved Reserves of the 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, together with such other reports, data and supplemental information, as may, from time to time, be reasonably requested by the Required Lenders. Each Reserve Report as of December 31 and June 30 shall be prepared, at the sole election of the Borrower Borrower, (x) by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer of the Borrower or by the Borrowera Restricted Subsidiary; provided that the Reserve Report as of June 30, 2012, and Reserve Reports as of December 31 of each year that are prepared by or under the supervision of the chief engineer of the Borrower or a Restricted Subsidiary shall in each case be accompanied by an audit letter issued by the Borrower shall, in each case, be audited by one or more applicable Approved Petroleum EngineersEngineer that has audited at least 80% of the Proved Reserves attributable to the Borrowing Base Properties of the Credit Parties by value, so long as such Approved Petroleum Engineer is not restricted from providing such a letter, or having such a letter provided, by its internal policies.
(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or prepared under the supervision of the chief engineer of the Borrower or by the Borrowera Restricted Subsidiary. 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 a Reserve Report Certificate from an Authorized Officer of the Borrower certifying 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 by the Borrower a Restricted Subsidiary (other than the June 30, 2012 Reserve Report and 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 correct in all material respects;
; (iii) except as set forth in an exhibit to such certificate, the Borrower or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.410.4 since deliverythe date of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.210.2;
(iv) except as set forth on an exhibit to such certificate, as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.188.18 with respect to the Credit Parties’ Oil and Gas Propertyies evaluated in such Reserve Report that would require the Borrower or any other Credit 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;
(v) none of the Borrowing Base Properties have been Disposed since the date of the last Borrowing Base determinationimmediately preceding Reserve Report to the date of the Reserve Report being delivered, except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Base; and
(vi) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements entered into subsequent to the later of the Closing Date and the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Parties’ average monthly production of Hydrocarbon volumes and (ii) have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment and (2) all counties and parishes in which the Borrowing Base Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral (calculated at the timeas of deliverythe date of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the Closing Date through and including April 1, 2014, the Sponsor Development Plan then in effect.-133- 727670773 12335469
Appears in 1 contract
Samples: Credit Agreement (EP Energy Corp)
Reserve Reports. (a) On or before March 1st and September 1st of each year, commencing September 1, 2012, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st and June 30th, respectively, the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States and other applicable Oil and Gas Properties of America (or the Outer Continental Shelf adjacent to the United States of America) Credit Parties that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report as of December 31 and June 30 shall be prepared, at the sole election of the Borrower Borrower, (x) by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer of the Borrower or by the Borrowera Restricted Subsidiary; provided that the Reserve Report as of June 30, 2012, and Reserve Reports as of December 31 of each year that are prepared by or under the supervision of the chief engineer of the Borrower or a Restricted Subsidiary shall in each case be accompanied by an audit letter issued by the Borrower shall, in each case, be audited by one or more applicable Approved Petroleum EngineersEngineer that has audited at least 85% of the Proved Reserves attributable to the Borrowing Base Properties of the Credit Parties by value.
(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or prepared under the supervision of the chief engineer of the Borrower or by the Borrowera Restricted Subsidiary. 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 thirty (30) days, in the case of any Interim Redetermination requested by the Borrower or 45 forty-five (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 a Reserve Report Certificate from an Authorized Officer of the Borrower certifying 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 by the Borrower a Restricted Subsidiary (other than the June 30, 2012 Reserve Report and 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 correct in all material respectsrespects (it being understood that projections concerning volumes and production and cost estimates contained in each Reserve Report are necessarily based upon opinions, estimates and projections and that neither the Borrower nor such Authorized Officer warrants that such opinions, estimates and projections will ultimately prove to have been accurate);
(iii) assuming that all applicable Governmental Authorities have granted approvals, made recordations and taken such other actions as are necessary in connection with the Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, to the best of its knowledge, the Borrower or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.410.4 10.4 since deliverythe date delivery of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.210.210.2;
(iv) except as set forth on an exhibit to such certificate, as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.188.18 8.17 with respect to the Credit Parties’ Oil and Gas Propertyies Property evaluated in such Reserve Report that would require the Borrower or any other Credit 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;
(v) none of the Borrowing Base Properties have been Disposed of since the date of the last Borrowing Base determinationimmediately preceding Reserve Report to the date of the Reserve Report being delivered, determination except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Baseof; and
(vi) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements (which are not cancellable on sixty (60) days’ notice or less without penalty or detriment) entered into subsequent to the later of the Closing Effective Date and the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Parties’ Borrower’s average monthly production of Hydrocarbon volumes and (ii) that have a maturity date or expiry date of longer than six (6) months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment applicable and (2) all counties and parishes in which the Borrowing Base Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral (calculated at the timeas time of deliverythe date delivery of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the Closing Date through and including April 1, 2014, the Sponsor Development Plan then in effectMinimum.
Appears in 1 contract
Reserve Reports. (a) On or before March 1st August 15th and September 1st February 15th of each year, commencing September 1August 15, 20122017, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding June 30th and December 31st and June 30th31st, respectively, the Proved Reserves of the 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 Reserve Report as of December 31 and June 30 shall be prepared, prepared at the election of the Borrower (x) Borrower’s election, by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer of the Borrower or by the Borrower; provided that the Engineers. Each Reserve Report as of June 30, 2012, and Reserve Reports as of December 31 of each year that are 30 shall be prepared by or under the supervision of the chief engineer of the Borrower or by Borrower, provided that the Borrower shall, in each case, be audited may elect to have such Reserve Report prepared by one or more Approved Petroleum Engineers. In any event, the Reserve Report shall be in a form reasonably acceptable to the Administrative Agent.
(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower or by the Borrower. 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 thirty (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 At the time of delivery of each any Reserve ReportReport pursuant to clauses (a) or (b) of this Section 9.13, the Borrower shall provide also deliver to the Administrative Agent a Reserve Report Certificate from an Authorized Officer of the Borrower certifying 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 by the Borrower (other than the June 30, 2012 Reserve Report and 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 correct in complete list of all material respects;
(iii) except as set forth in an exhibit to such certificate, the Borrower or another commodity Hedge Transactions of each Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.410.4 since deliverythe date of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.210.2;
(iv) except as set forth on an exhibit to such certificate, as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.188.18 with respect to the Credit Parties’ Oil and Gas Propertyies evaluated in such Reserve Report that would require the Borrower or any other Credit 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;
(v) none of the Borrowing Base Properties have been Disposed since the date of the last Borrowing Base determinationimmediately preceding Reserve Report to the date of the Reserve Report being delivered, except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Base; and
(vi) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements entered into subsequent to the later of the Closing Date and the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls onthe type, applicable commodity prices and notional amounts or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Parties’ average monthly production of Hydrocarbon volumes and (ii) have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment and (2) all counties and parishes in which the Borrowing Base Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral (calculated at the timeas of deliverythe date of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the Closing Date through and including April 1, 2014, the Sponsor Development Plan then in effectvolumes).
Appears in 1 contract
Reserve Reports. (a) On or before March 1st 1 and September 1st 1 of each year, commencing September March 1, 20122020, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st January 1st and June 30thJuly 1st, the Proved Reserves of the 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 Reserve Report (i) as of December 31 January 1 shall be prepared by one or more Approved Petroleum Engineers and June 30 (ii) as of July 1 shall be prepared, at the sole election of the Borrower Borrower, (x) by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer engineers of the Borrower or by the Borrower; provided that the Reserve Report as of June 30, 2012, and Reserve Reports as of December 31 of each year that are prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower shall, in each case, be audited by one or more Approved Petroleum Engineersa Restricted Subsidiary.
(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or prepared under the supervision of the chief engineer engineers of the Borrower or by the Borrowera Restricted Subsidiary. 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 a Reserve Report Certificate from an Authorized Officer of the Borrower certifying that in all material respects:
(i) in the case of Reserve Reports prepared by or under the supervision of the chief engineer engineers of the Borrower or by the Borrower (other than the June 30, 2012 Reserve Report and December 31 Reserve Reports)a Restricted Subsidiary, such Reserve Report has been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding December 31 January 1 Reserve Report or the Initial Reserve ReportReports, if no December 31 January 1 Reserve Report has been delivered;
(ii) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects;
(iii) assuming that (which exception shall cease to apply upon the expiration of ten (10) Business Days following the Closing Date) any assignments made in connection with the EnerVest Acquisition and the Harvest Acquisition have been recorded in the applicable County’s recording offices, except as set forth in an exhibit to such certificate, the Borrower or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.410.4 10.4 since deliverythe date delivery of such Reserve Report, and (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative AgentAgent on or prior to the delivery date thereof) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.210.210.2;
(iv) except as set forth on an exhibit to such certificate, as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.188.18 8.17 with respect to the Credit Parties’ Oil and Gas Propertyies Property evaluated in such Reserve Report that would require the Borrower or any other Credit 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;
(v) none of the Borrowing Base Properties have been Disposed of since the date of the last Borrowing Base determinationimmediately preceding Reserve Report to the date of the Reserve Report being delivered, determination except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Baseof; and
(vi) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements entered into subsequent to the later of the Closing Date and the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Parties’ average monthly production of Hydrocarbon volumes and (ii) have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment and (2) all counties and parishes in which the Borrowing Base Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 PV-10 of the Collateral (calculated at the timeas time of deliverythe date delivery of such Reserve Report) meets the Collateral Coverage Minimum and (B) during a description of any minimum volume commitments or deficiency payment obligations estimated (calculated at the period commencing on time of delivery of such Reserve Report and based upon the Closing Date through and including April 1production forecasts therein) to be payable by any Credit Party pursuant to any gathering, 2014, the Sponsor Development Plan then in effectprocessing or transportation agreement.
Appears in 1 contract
Reserve Reports. (a) On or before March 1st and September 1st of each year, commencing September 1, 2012, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st and June 30th, the Proved Reserves of the 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 Reserve Report as of December 31 and June 30 shall be prepared, at the election of the Borrower (x) by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer of the Borrower or by the Borrower; provided that the Reserve Report as of June 30, 2012, and Reserve Reports as of December 31 of each year that are prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower shall, in each case, be audited by one or more Approved Petroleum Engineers.
(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower or by the Borrower. 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 a Reserve Report Certificate from an Authorized Officer of the Borrower certifying 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 by the Borrower (other than the June 30, 2012 Reserve Report and 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 correct in all material respects;
(iii) except as set forth in an exhibit to such certificate, the Borrower or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.410.4 10.4 since deliverythe the date of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.210.210.2;
(iv) except as set forth on an exhibit to such certificate, as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.188.18 8.18 with respect to the Credit Parties’ Oil and Gas Propertyies Properties evaluated in such Reserve Report that would require the Borrower or any other Credit 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;
(v) none of the Borrowing Base Properties have been Disposed since the date of the last Borrowing Base determinationimmediately immediately preceding Reserve Report to the date of the Reserve Report being delivered, except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and Disposed or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Base; and
(vi) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements entered into subsequent to the later of the Closing Date and the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Credit Parties’ average monthly production of Hydrocarbon volumes and (ii) have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment and (2) all counties and parishes in which the Borrowing Base Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral (calculated at as of the timeas of deliverythe date of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the Closing Date through and including April 1, 2014, the Sponsor Development Plan then in effect.
Appears in 1 contract
Reserve Reports. (a) On or before March 1st April 1 and September 1st October 1 of each year, commencing September April 1, 20122020, the Borrower shall furnish to the Administrative Agent a Reserve Report (other than, for the avoidance of doubt, the Closing Date Reserve Report) evaluating, as of the immediately preceding December 31st 31 and June 30th30, the Proved Reserves of the 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 and other applicable Oil and Gas Properties of the Borrowing BaseCredit Parties. Each Reserve Report as of December 31 and June 30 shall be prepared, at the sole election of the Borrower Borrower, (x) by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer of the Borrower or by the Borrowera Restricted Subsidiary; provided that the Reserve Report as of June 30, 2012, and Reserve Reports as of December 31 of each year that are prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower a Restricted Subsidiary shall, in each case, be audited accompanied by one or more an audit letter issued by the applicable Approved Petroleum EngineersEngineer that has audited at least 80% of the Proved Reserves attributable to the Reserve Report Properties of the Credit Parties by value.
(b) In the event of an Interim Redeterminationaddition to each Reserve Report delivered pursuant to clause (a) above, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower or upon request by the Borrower. For any Interim Redetermination pursuant to Section 2.14(b), the Borrower shall provide such Reserve Report Administrative Agent with an “as of” date as required by the Administrative Agentdate, 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, 60 days following the receipt of such requestrequest (each, an “Interim Reserve Report”). Notwithstanding anything to the contrary in this Agreement, following any such request therefore by the Administrative Agent and until delivery thereof by the Borrower in accordance with this clause (b), the Lenders shall not be required to make any Loans to the Borrower.
(c) With the delivery of each Reserve ReportReport under clauses (a) and (b), the Borrower shall provide to the Administrative Agent a Reserve Report Certificate from an Authorized Officer of the Borrower certifying 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 by the Borrower a Restricted Subsidiary (other than the June 30, 2012 Reserve Report and 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 Closing Date Reserve Report, if no December 31 Reserve Report has been delivered;
(ii) as of the last Business Day of the most recently ended fiscal year or period, as applicable, a true and complete list of all material commodity Hedge Agreements of the Borrower and each Credit Party, the material terms thereof (in respect of the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value thereof (as of the last Business Day of such fiscal year or period, as applicable and for which a xxxx-to-market value is reasonably available);
(iii) for each calendar month during the then current fiscal year to date, the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Reserve Report Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month;
(iv) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects;
(iiiv) assuming that all applicable Governmental Authorities have granted approvals, made recordations and taken such other actions as are necessary in connection with the Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, the Borrower or another Credit Party has good and defensible title to the Borrowing Base Reserve Report Properties evaluated in such Reserve Report (other than those (w) to be acquired in connection with an acquisition, (x) Disposed of in compliance with Section 10.410.4 since deliverythe date delivery of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Reserve Report Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 10.210.210.2;
(ivvi) except as set forth on an exhibit to such certificate, as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.188.18 8.17 with respect to the Credit Parties’ Oil and Gas Propertyies Property evaluated in such Reserve Report that would require the Borrower or any other Credit 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;
(vvii) none of the Borrowing Base Reserve Report Properties have been Disposed of since the date of the last Borrowing Base determinationimmediately preceding Reserve Report delivered to the date of the Administrative Agent pursuant to this Section 9.14 except those Reserve Report being delivered, except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Baseof; and
(viviii) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, 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 the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Credit Parties’ average monthly production of Hydrocarbon volumes and (ii) that have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment applicable and (2) all counties and parishes in which the Borrowing Base Reserve Report Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral compliance with (calculated at the timeas time of deliverythe date delivery of such Reserve Report) meets the “Collateral Coverage Minimum Minimum” (as such term is defined in the First Lien Credit Agreement).
(d) No later than one Business Day after the date of delivery to the First Lien Administrative Agent (or any lender under the First Lien Facility) under the First Lien Credit Agreement (or any agent or lender in respect of any Permitted Refinancing Indebtedness in respect thereof) of any “Reserve Report” or “Reserve Report Certificate” (as such terms may be defined therein), the Borrower shall furnish a true and complete copy thereof to the Administrative Agent.
(e) Notwithstanding anything to the contrary contained in Section 9.14(a) and (Bc), unless a Default or Event of Default has occurred and is continuing the Borrower shall be deemed to have complied with Section 9.14(a) during and (c) (other than to the period commencing on extent such requirements relate to any Interim Reserve Report) to the Closing Date through extent that the Borrower has delivered each of the items required pursuant to and including April 1, 2014, the Sponsor Development Plan then in effectaccordance with Section 9.14(d).
Appears in 1 contract
Samples: Credit Agreement (Vine Energy Inc.)
Reserve Reports. (a) On or before March 1st and September April 1st of each year, commencing September April 1, 20122015, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st and June 30th31st, the Proved Reserves of the 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 Reserve Report as of December 31 and June 30 shall be prepared, at the election of the Borrower Borrower’s election, (x) by one or more Approved Petroleum Engineers or (yi) by or under the supervision of the chief engineer of the Borrower and audited by one or more Approved Petroleum Engineers; provided, that so long as such audit covers at least 85% of the total value of Proved Reserves set forth in such Reserve Report, the remaining value may be covered by the Borrower; provided that the Reserve Report as of June 30, 2012, and Reserve Reports as of December 31 of each year that are a report prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower shall, in each case, be audited (ii) by one or more Approved Petroleum Engineers; provided, so long as such report covers at least 85% of the total value of Proved Reserves set forth in such Reserve Report, the remaining value may be covered by a report 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 one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower or by the Borrower. 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 Notwithstanding anything in this Agreement to the delivery of each Reserve Reportcontrary, during any Investment Grade Period, the Borrower shall provide will not be required to the Administrative Agent a Reserve Report Certificate from an Authorized Officer comply with clauses (a) and (b) of this Section 9.13 so long as the Borrower certifying that in all material respects:
has either (i) in the case a Rating from Xxxxx’x of Reserve Reports prepared by Baa3 or under the supervision of the chief engineer of the Borrower better or by the Borrower (other than the June 30, 2012 Reserve Report and 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 correct in all material respects;
(iii) except as set forth in an exhibit to such certificate, the Borrower a Rating from S&P of BBB- or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.410.4 since deliverythe date of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.210.2;
(iv) except as set forth on an exhibit to such certificate, as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.188.18 with respect to the Credit Parties’ Oil and Gas Propertyies evaluated in such Reserve Report that would require the Borrower or any other Credit 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;
(v) none of the Borrowing Base Properties have been Disposed since the date of the last Borrowing Base determinationimmediately preceding Reserve Report to the date of the Reserve Report being delivered, except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Base; and
(vi) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements entered into subsequent to the later of the Closing Date and the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Parties’ average monthly production of Hydrocarbon volumes and (ii) have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment and (2) all counties and parishes in which the Borrowing Base Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral (calculated at the timeas of deliverythe date of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the Closing Date through and including April 1, 2014, the Sponsor Development Plan then in effectbetter.
Appears in 1 contract
Reserve Reports. (a) On or before March 1st 1 and September 1st 1 of each year, commencing September March 1, 20122024, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st January 1st and June 30thJuly 1st, the Proved Reserves and Proved Developed Reserves of the 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 Reserve Report (i) as of December 31 January 1 shall be prepared by one or more Approved Petroleum Engineers and June 30 (ii) as of July 1 shall be prepared, at the sole election of the Borrower Borrower, (x) by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer engineers of the Borrower or by the Borrower; provided that the Reserve Report as of June 30, 2012, and Reserve Reports as of December 31 of each year that are prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower shall, in each case, be audited by one or more Approved Petroleum Engineersa Restricted Subsidiary.
(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or prepared under the supervision of the chief engineer engineers of the Borrower or by the Borrowera Restricted Subsidiary. 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 a Reserve Report Certificate from an Authorized Officer of the Borrower certifying that in all material respects:
(i) in the case of Reserve Reports prepared by or under the supervision of the chief engineer engineers of the Borrower or by the Borrower (other than the June 30, 2012 Reserve Report and December 31 Reserve Reports)a Restricted Subsidiary, such Reserve Report has been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding December 31 January 1 Reserve Report or the Initial Reserve ReportReports, if no December 31 January 1 Reserve Report has been delivered;
(ii) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects;
(iii) except as set forth in an exhibit to such certificate, the Borrower or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.410.4 10.4 since deliverythe date delivery of such Reserve Report, and (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative AgentAgent on or prior to the delivery date thereof) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.210.210.2;
(iv) except as set forth on an exhibit to such certificate, as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.188.18 8.17 with respect to the Credit Parties’ Oil and Gas Propertyies Property evaluated in such Reserve Report that would require the Borrower or any other Credit 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;
(v) none of the Borrowing Base Properties have been Disposed of since the date of the last Borrowing Base determinationimmediately preceding Reserve Report to the date of the Reserve Report being delivered, determination except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Baseof; and
(vi) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements entered into subsequent to the later of the Closing Date and the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Parties’ average monthly production of Hydrocarbon volumes and (ii) have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment and (2) all counties and parishes in which the Borrowing Base Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral (calculated at the timeas time of deliverythe date delivery of such Reserve Report) meets the Collateral Coverage Minimum and (B) during a description of any minimum volume commitments or deficiency payment obligations estimated (calculated at the period commencing on time of delivery of such Reserve Report and based upon the Closing Date through and including April 1production forecasts therein) to be payable by any Credit Party pursuant to any gathering, 2014, the Sponsor Development Plan then in effectprocessing or transportation agreement.
Appears in 1 contract
Reserve Reports. (a) On or before each March 1st 31st and September 1st 30th of each year, commencing September 130, 20122018, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st and June 30th, the Proved Reserves and the Proved Developed Reserves attributable to the Borrowing Base Properties of the 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, together with such other reports, data and supplemental information, as may, from time to time, be reasonably requested by the Required Lenders. Each Reserve Report prepared as of December 31 shall be prepared by one or more Approved Petroleum Engineers. Each Reserve Report as of December 31 and June 30 shall be prepared, at the sole election of the Borrower Borrower, (x) by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer engineers of the Borrower or by the Borrower; provided that the a Restricted Subsidiary. Each Reserve Report as of June 30, 2012, and Reserve Reports as of December 31 of each year that are shall be prepared by or under using the supervision of the chief engineer of the Borrower or by the Borrower shall, in each case, be audited by one or more Approved Petroleum Engineersthen-current Bank Price Deck.
(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or prepared under the supervision of the chief engineer engineers of the Borrower or by the Borrowera Restricted Subsidiary. 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 a Reserve Report Certificate from an Authorized Officer of the Borrower certifying that in all material respects:
(i) in the case of Reserve Reports prepared by or under the supervision of the chief engineer engineers of the Borrower or by the Borrower a Restricted Subsidiary (other than the June 30, 2012 Reserve Report and 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 correct in all material respects;
(iii) except as set forth in an exhibit to such certificate, the Borrower or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.410.4 10.4 since deliverythe date delivery of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.210.210.2;
(iv) except the amount of the “Borrowing Base” as determined in accordance with the provisions of the Junior Lien Indenture (or, any comparable defined term or calculation set forth on an exhibit to such certificatein the Senior Notes Indenture, as the Stone Energy Notes Indenture, any indenture or credit agreement in respect of the date Permitted Additional Indebtedness that constitutes Material Indebtedness, or any indenture or credit agreement in respect of such Reserve Reportany Permitted Refinancing Indebtedness), on a net basis there are no gas imbalances, take or pay or other prepayments together with supporting information and calculations in excess of the volume specified in Section 8.188.18 with respect form and substance reasonably satisfactory to the Credit Parties’ Oil and Gas Propertyies evaluated in such Reserve Report that would require the Borrower or any other Credit 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 thereforAdministrative Agent;
(v) none of the Borrowing Base Properties have been Disposed of since the date of the last Borrowing Base determinationimmediately preceding Reserve Report to the date of the Reserve Report being delivered, determination except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Baseof; and
(vi) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements entered into subsequent to the later of the Closing Date and the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Parties’ average monthly production of Hydrocarbon volumes and (ii) have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment and (2) all counties and parishes in which the Borrowing Base Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 PV-10 of the Collateral (calculated at the timeas time of deliverythe date delivery of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the Closing Date through and including April 1, 2014, the Sponsor Development Plan then in effectMinimum.
Appears in 1 contract
Samples: Credit Agreement (Talos Energy Inc.)
Reserve Reports. (a) On or before each March 1st 1 and September 1st 1 of each year, commencing September 1, 2012, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st January 1 and June 30thJuly 1, the Proved Reserves and other applicable Oil and Gas Properties of the Borrower and the Credit Parties located within the geographic boundaries boundaries, and the territorial waters, 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 Reserve Report as of December 31 and June 30 (i) January 1 shall be preparedprepared by one or more Approved Petroleum Engineers and (ii) July 1 shall, at the sole election of the Borrower Borrower, (x) be audited by one or more Approved Petroleum Engineers, (y) be prepared by one or more Approved Petroleum Engineers or (yz) by or under the supervision of the chief engineer of the Borrower or by the Borrower; provided that the Reserve Report as of June 30, 2012, and Reserve Reports as of December 31 of each year that are be prepared by or under the supervision of the chief engineer of the Borrower or by a Restricted Subsidiary in accordance with the Borrower shallprocedures used in the immediately preceding January 1 Reserve Report or the Initial Reserve Report, in each case, be audited by one or more Approved Petroleum Engineersif no January 1 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 one or more Approved Petroleum Engineers or by or prepared under the supervision of the chief engineer of the Borrower or by the Borrowera Restricted Subsidiary. 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 forty-five (45) days, in the case of any Interim Redetermination requested by the Borrower Borrower, or 45 sixty (60) 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 a Reserve Report Certificate from an Authorized Officer of the Borrower certifying 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 by the Borrower (other than the June 30, 2012 Reserve Report and December 31 Reserve Reports)a Restricted Subsidiary, such Reserve Report has been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding December 31 January 1 Reserve Report or the Initial Reserve Report, if no December 31 January 1 Reserve Report has been delivered;
(ii) [reserved];
(iii) for each calendar month during the then current fiscal year to date, the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Borrowing Base Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month;
(iv) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects;
(iiiv) assuming that all applicable Governmental Authorities have granted approvals, made recordations and taken such other actions as are necessary in connection with the Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, the Borrower or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (w) to be acquired in connection with an acquisition, (x) Disposed of in compliance with Section 10.410.4 since deliverythe date delivery of such Reserve ReportReport as permitted in accordance with the terms hereof, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 10.210.210.2;
(ivvi) except as set forth on an exhibit to such certificate, as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.188.18 8.17 with respect to the Credit Parties’ Oil and Gas Propertyies Property evaluated in such Reserve Report that would require the Borrower or any other Credit 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;
(vvii) none of the Borrowing Base Properties have been Disposed of since the date of the last Borrowing Base determinationimmediately preceding Reserve Report to the date of the Reserve Report being delivered, determination except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Baseof; and
(viviii) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements (which are not cancellable on sixty (60) days’ notice or less without penalty or detriment) entered into subsequent to the later of the Closing Date and the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Credit Parties’ average monthly production of Hydrocarbon volumes and (ii) that have a maturity date or expiry date of longer than six (6) months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment applicable and (2) all counties and parishes in which the Borrowing Base Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral compliance with (calculated at the timeas time of deliverythe date delivery of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the Closing Date through and including April 1, 2014, the Sponsor Development Plan then in effectMinimum.
Appears in 1 contract
Reserve Reports. (a) On or before March 1st and September April 1st of each year, commencing September April 1, 20122015, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st and June 30th31st, the Proved Reserves of the 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 Reserve Report as of December 31 and June 30 shall be prepared, at the election of the Borrower Borrower’s election, (x) by one or more Approved Petroleum Engineers or (yi) by or under the supervision of the chief engineer of the Borrower and audited by one or by the Borrowermore Approved Petroleum Engineers; provided that so long as such audit covers at least 85% of the total value of Proved Reserves set forth in such Reserve Report as of June 30Report, 2012, and Reserve Reports as of December 31 of each year that are with the remaining value covered by a report prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower shall, in each case, be audited (ii) by one or more Approved Petroleum EngineersEngineers provided so long as such report covers at least 85% of the total value of Proved Reserves set forth in such Reserve Report, with the remaining value covered by a report 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 one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower or by the Borrower. 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 Notwithstanding anything in this Agreement to the delivery of each Reserve Reportcontrary, during any Investment Grade Period, the Borrower shall provide will not be required to the Administrative Agent a Reserve Report Certificate from an Authorized Officer comply with clauses (a) through (b) of this Section 9.13 so long as the Borrower certifying that in all material respects:
has either (i) in the case an unsecured rating from Xxxxx’x of Reserve Reports prepared by Baa3 or under the supervision of the chief engineer of the Borrower better or by the Borrower (other than the June 30, 2012 Reserve Report and 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 correct in all material respects;
(iii) except as set forth in an exhibit to such certificate, the Borrower unsecured rating from S&P of BBB- or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.410.4 since deliverythe date of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.210.2;
(iv) except as set forth on an exhibit to such certificate, as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.188.18 with respect to the Credit Parties’ Oil and Gas Propertyies evaluated in such Reserve Report that would require the Borrower or any other Credit 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;
(v) none of the Borrowing Base Properties have been Disposed since the date of the last Borrowing Base determinationimmediately preceding Reserve Report to the date of the Reserve Report being delivered, except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Base; and
(vi) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements entered into subsequent to the later of the Closing Date and the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Parties’ average monthly production of Hydrocarbon volumes and (ii) have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment and (2) all counties and parishes in which the Borrowing Base Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral (calculated at the timeas of deliverythe date of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the Closing Date through and including April 1, 2014, the Sponsor Development Plan then in effectbetter.
Appears in 1 contract
Reserve Reports. (a) On or before October 1, 2018 and each March 1st 1 and September 1st 1 of each year, commencing September 1, 2012year thereafter, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31st 31 and June 30th30, the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America (or and other applicable Oil and Gas Properties of the Outer Continental Shelf adjacent to the United States of America) Credit Parties that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report as of (i) December 31 shall be prepared by one or more Approved Petroleum Engineers and (ii) June 30 shall be preparedshall, at the sole election of the Borrower Borrower, (x) be audited by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer of the Borrower or by the Borrower; provided that the Reserve Report as of June 30, 2012, and Reserve Reports as of December 31 of each year that are be prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower shall, in each case, be audited by one or more Approved Petroleum Engineersa Restricted Subsidiary.
(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or prepared under the supervision of the chief engineer of the Borrower or by the Borrowera Restricted Subsidiary. 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 forty-five (45) days, in the case of any Interim Redetermination requested by the Borrower Borrower, or 45 sixty (60) 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 a Reserve Report Certificate from an Authorized Officer of the Borrower certifying 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 by the Borrower a Restricted Subsidiary (other than the June 30, 2012 Reserve Report and 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) as of the last Business Day of the most recently ended fiscal year or period, as applicable, a true and complete list of all material commodity Hedge Agreements of the Borrower and each Credit Party, the material terms thereof (in respect of the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value thereof (as of the last Business Day of such fiscal year or period, as applicable and for which a xxxx-to-market value is reasonably available);
(iii) for each calendar month during the then current fiscal year to date, the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Borrowing Base Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month;
(iv) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects;
(iiiv) assuming that all applicable Governmental Authorities have granted approvals, made recordations and taken such other actions as are necessary in connection with the Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, the Borrower or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (w) to be acquired in connection with an acquisition, (x) Disposed of in compliance with Section 10.410.4 since deliverythe date delivery of such Reserve ReportReport as permitted in accordance with the terms hereof, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 10.210.210.2;
(ivvi) except as set forth on an exhibit to such certificate, as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 8.188.18 8.17 with respect to the Credit Parties’ Oil and Gas Propertyies Property evaluated in such Reserve Report that would require the Borrower or any other Credit 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;
(vvii) none of the Borrowing Base Properties have been Disposed of since the date of the last Borrowing Base determinationimmediately preceding Reserve Report to the date of the Reserve Report being delivered, determination except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of Disposition) does not exceed 3% of the then-effective Borrowing Baseof; and
(viviii) the certificate shall also attach, as schedules thereto, (A) a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements (which are not cancellable on sixty (60) days’ notice or less without penalty or detriment) entered into subsequent to the later of the Closing Date and the most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Credit Parties’ average monthly production of Hydrocarbon volumes and (ii) that have a maturity date or expiry date of longer than six (6) months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment applicable and (2) all counties and parishes in which the Borrowing Base Properties evaluated by such Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral compliance with (calculated at the timeas time of deliverythe date delivery of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the Closing Date through and including April 1, 2014, the Sponsor Development Plan then in effectMinimum.
Appears in 1 contract
