Common use of Sale of Production Clause in Contracts

Sale of Production. Except as set forth in Section 5.22 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons covered by the most recent Engineering Report is subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed in Section 5.22 of the Disclosure Schedule in connection with the Oil and Gas Properties covered by the most recent Engineering Report to which such contract or agreement relates (as supplemented by Borrowers from time to time in writing to Administrative Agent): (i) no Oil and Gas Property of the Restricted Persons is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) that cannot be canceled on 180 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on reasonable market terms with third parties not affiliated with Restricted Persons. Except as set forth in Section 5.22 of the Disclosure Schedule (as supplemented by Borrowers from time to time in writing to Administrative Agent), each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property of the Restricted Persons covered by the most recent Engineering Report that is subject to a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in all material respects in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property of the Restricted Persons curtailed substantially below such property’s delivery capacity. Except as set forth in Section 5.22 of the Disclosure Schedule, no Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties of the Restricted Persons covered by the most recent Engineering Report after the date hereof. Except as set forth in Section 5.22 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons covered by the most recent Engineering Report is subject to any “take or pay” or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from any such Oil and Gas Property may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in Section 5.22 of the Disclosure Schedule, there are no imbalances with respect to the gas production from the Oil and Gas Properties of the Restricted Persons covered by the most recent Engineering Report that would require the Restricted Persons in the aggregate to deliver production in excess of 50,000 MMbtu without receiving payment in full therefor. Except as set forth in Section 5.22 of the Disclosure Schedule or as provided for by joint operating agreements entered into in by a Restricted Person in the ordinary course of its business, no Oil and Gas Property of the Restricted Persons covered by the most recent Engineering Report is subject to a gas balancing arrangement under which one or more third parties may take a portion of the production attributable to such Oil and Gas Property without payment (or without full payment) therefor as a result of production having been taken from, or as a result of other actions or inactions with respect to, other properties. No Oil and Gas Property of the Restricted Persons covered by the most recent Engineering Report is subject at the present time to any regulatory refund obligation and, to the best of Restricted Person’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. Except as set forth in Section 5.22 4.19 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject to any contractual or other arrangement (ia) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (iib) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed in Section 5.22 4.19 of the Disclosure Schedule in connection with the Oil and Gas Properties covered by the most recent recently delivered Engineering Report to which such contract or agreement relates (as supplemented by Borrowers from time to time in writing to Administrative Agent): relates: (i) no Oil and Gas Property of covered by the Restricted Persons most recently delivered Engineering Report is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) that which cannot be canceled by such Restricted Person on 180 120 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on reasonable market commercial terms available with third parties not affiliated with the Restricted Persons. Except as set forth in Section 5.22 of the Disclosure Schedule (as supplemented by Borrowers from time to time in writing to Administrative Agent), each Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report that is subject to a production sales contract or marketing contract listed on in Section 4.19 of the Disclosure Schedule that is computed in all material respects in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property of covered by the Restricted Persons most recently delivered Engineering Report curtailed substantially below such property’s delivery capacity. Except as set forth in Section 5.22 4.19 of the Disclosure Schedule, no Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties of the Restricted Persons covered by the most recent recently delivered Engineering Report after the date hereof. Except as set forth in Section 5.22 4.19 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject to any “take or pay” or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from any such Oil and Gas Property covered by the most recently delivered Engineering Report may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in Section 5.22 4.19 of the Disclosure Schedule, there are is no imbalances with respect to the gas production from the Oil and Gas Properties of the Restricted Persons Property covered by the most recent recently delivered Engineering Report that with respect to which any Restricted Person, or any Restricted Person’s predecessors in title, has, prior to the date hereof, taken more (“overproduced”), or less (“underproduced”), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Oil and Gas Property covered by the most recently delivered Engineering Report would require entitle it to take; and Section 4.19 of the Disclosure Schedule accurately reflects, for each well or unit with respect to which such an imbalance is shown thereon to exist, (i) whether such Restricted Persons Person is overproduced or underproduced and (ii) the volumes (in cubic feet or British thermal units) of such overproduction or underproduction and the aggregate to deliver production in excess effective date of 50,000 MMbtu without receiving payment in full thereforsuch information. Except as set forth in Section 5.22 4.19 of the Disclosure Schedule or as provided for by joint operating agreements entered into in by a Restricted Person in the ordinary course of its businessSchedule, no Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject to a gas balancing arrangement under which one or more third parties may take a portion of the production attributable to such Oil and Gas Property covered by the most recently delivered Engineering Report without payment (or without full payment) therefor as a result of production having been taken from, or as a result of other actions or inactions with respect to, other properties. No Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject at the present time to any regulatory refund obligation and, to the best of each Restricted Person’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. Except as set forth in Section 5.22 4.19 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject to any contractual or other arrangement (ia) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (iib) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed in Section 5.22 4.19 of the Disclosure Schedule in connection with the Oil and Gas Properties covered by Schedule, the most recent recently delivered Engineering Report to which such contract or agreement relates or as otherwise disclosed in a certificate by the Financial Officer of the Borrower delivered to the Administrative Agent and the Lenders pursuant to this Section 4.19 (as supplemented by Borrowers from time to time in writing to Administrative Agenteach a “Disclosure Certificate”): (i) no Oil and Gas Property of covered by the Restricted Persons most recently delivered Engineering Report is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) that which cannot be canceled cancelled by such Restricted Person on 180 120 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on reasonable market commercial terms available with third parties not affiliated with the Restricted Persons. Except as set forth in Section 5.22 of the Disclosure Schedule (as supplemented by Borrowers from time to time in writing to Administrative Agent), each Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report that is subject to a production sales contract or marketing contract listed on in Section 4.19 of the Disclosure Schedule that is computed in all material respects in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property of covered by the Restricted Persons most recently delivered Engineering Report curtailed substantially below such property’s delivery capacity. Except as set forth in Section 5.22 4.19 of the Disclosure ScheduleSchedule or a Disclosure Certificate, no Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties of the Restricted Persons covered by the most recent recently delivered Engineering Report after the date hereof. Except as set forth in Section 5.22 4.19 of the Disclosure ScheduleSchedule or a Disclosure Certificate, no Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject to any “take or pay” or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from any such Oil and Gas Property covered by the most recently delivered Engineering Report may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in Section 5.22 4.19 of the Disclosure ScheduleSchedule or a Disclosure Certificate, there are is no imbalances with respect to the gas production from the Oil and Gas Properties of the Restricted Persons Property covered by the most recent recently delivered Engineering Report that with respect to which any Restricted Person, or any Restricted Person’s predecessors in title, has, prior to the date hereof, taken more (“overproduced”), or less (“underproduced”), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Oil and Gas Property covered by the most recently delivered Engineering Report would require entitle it to take; and Section 4.19 of the Disclosure Schedule accurately reflects, for each well or unit with respect to which such an imbalance is shown thereon to exist, (i) whether such Restricted Persons Person is overproduced or underproduced and (ii) the volumes (in cubic feet or British thermal units) of such overproduction or underproduction and the aggregate to deliver production effective date of such information unless otherwise specified in excess of 50,000 MMbtu without receiving payment in full therefora Disclosure Certificate. Except as set forth in Section 5.22 4.19 of the Disclosure Schedule or as provided for by joint operating agreements entered into in by a Restricted Person in the ordinary course of its businessDisclosure Certificate, no Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject to a gas balancing arrangement under which one or more third parties may take a portion of the production attributable to such Oil and Gas Property covered by the most recently delivered Engineering Report without payment (or without full payment) therefor as a result of production having been taken from, or as a result of other actions or inactions with respect to, other properties. No Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject at the present time to any regulatory refund obligation and, to the best of each Restricted Person’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. Except as set forth in Section 5.22 5.19 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed in Section 5.22 of on the Disclosure Schedule in connection with the Oil and Gas Properties covered by the most recent recently delivered Engineering Report to which such contract or agreement relates (as supplemented by Borrowers from time to time in writing to Administrative Agent): relates: (i) no Oil and Gas Property of covered by the Restricted Persons most recently delivered Engineering Report is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) that which cannot be canceled on 180 120 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on reasonable market commercial terms available with third parties not affiliated with Restricted Persons. Except as set forth in Section 5.22 of the Disclosure Schedule (as supplemented by Borrowers from time to time in writing to Administrative Agent), each Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report that is subject to a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in all material respects in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property of covered by the Restricted Persons most recently delivered Engineering Report curtailed substantially below such property’s delivery capacity. Except as set forth in Section 5.22 5.19 of the Disclosure Schedule, no Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties of the Restricted Persons covered by the most recent recently delivered Engineering Report after the date hereof. Except as set forth in Section 5.22 5.19 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject to any “take or pay” or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from any such Oil and Gas Property covered by the most recently delivered Engineering Report may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in Section 5.22 5.19 of the Disclosure Schedule, there are is no imbalances with respect to the gas production from the Oil and Gas Properties of the Restricted Persons Property covered by the most recent recently delivered Engineering Report that with respect to which any Restricted Person, or any Restricted Person’s predecessors in title, has, prior to the date hereof, taken more (“overproduced”), or less (“underproduced”), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Oil and Gas Property covered by the most recently delivered Engineering Report would require entitle it to take; and the Disclosure Schedule accurately reflects, for each well or unit with respect to which such an imbalance is shown thereon to exist, (i) whether such Restricted Persons Person is overproduced or underproduced and (ii) the volumes (in cubic feet or British thermal units) of such overproduction or underproduction and the aggregate to deliver production in excess effective date of 50,000 MMbtu without receiving payment in full thereforsuch information. Except as set forth in Section 5.22 5.19 of the Disclosure Schedule or as provided for by joint operating agreements entered into in by a Restricted Person in the ordinary course of its businessSchedule, no Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject to a gas balancing arrangement under which one or more third parties may take a portion of the production attributable to such Oil and Gas Property covered by the most recently delivered Engineering Report without payment (or without full payment) therefor as a result of production having been taken from, or as a result of other actions or inactions with respect to, other properties. No Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject at the present time to any regulatory refund obligation and, to the best of Restricted Person’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. Except as set forth in Section 5.22 5.19 of the Disclosure ScheduleSchedule and thereafter, either disclosed in writing to Administrative Agent or included in the most recently delivered Engineering Report, no Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject to any contractual or other arrangement (ia) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (iib) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed in Section 5.22 5.19 of the Disclosure Schedule in connection with the Oil and Gas Properties covered by the most recent recently delivered Engineering Report to which such contract or agreement relates (as supplemented by Borrowers from time to time and thereafter, are either disclosed in writing to Administrative Agent): (i) Agent or included in the most recently delivered Engineering Report, no Oil and Gas Property of covered by the Restricted Persons most recently delivered Engineering Report is subject to any material contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) that which cannot be canceled by such Restricted Person on 180 120 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on reasonable market terms with third parties not affiliated with Restricted Personsnotice. Except as set forth in Section 5.22 of the Disclosure Schedule (as supplemented by Borrowers from time to time in writing to Administrative Agent), each Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report that is subject to a production sales contract or marketing contract listed on in Section 5.19 of the Disclosure Schedule or otherwise disclosed in accordance with this Section 5.19 that is computed in all material respects substantially in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property of covered by the Restricted Persons most recently delivered Engineering Report curtailed substantially below such property’s delivery capacity. Except as set forth in Section 5.22 5.19 of the Disclosure Schedule, no Restricted Person, nor any Restricted Person’s predecessors in title, has received material prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties of the Restricted Persons covered by the most recent recently delivered Engineering Report after the date hereof. Except as set forth in Section 5.22 5.19 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons covered by the most recent Engineering Report is subject to any “take or pay” or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from any such Oil and Gas Property may be required to be recently delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in Section 5.22 of the Disclosure Schedule, there are no imbalances with respect to the gas production from the Oil and Gas Properties of the Restricted Persons covered by the most recent Engineering Report that would require the Restricted Persons in the aggregate to deliver production in excess of 50,000 MMbtu without receiving payment in full therefor. Except as set forth in Section 5.22 of the Disclosure Schedule or as provided for by joint operating agreements entered into in by a Restricted Person in the ordinary course of its business, no Oil and Gas Property of the Restricted Persons covered by the most recent Engineering Report is subject to a material gas balancing arrangement under which one or more third parties may take a portion of the production attributable to such Oil and Gas Property covered by the most recently delivered Engineering Report without payment (or without full payment) therefor as a result of production having been taken from, or as a result of other actions or inactions with respect to, other properties. No Oil and Gas Property of the Restricted Persons covered by the most recent Engineering Report is subject at the present time to any regulatory refund obligation and, to the best of Restricted Person’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. Except as set forth in Section 5.22 5.19 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject to any contractual or other arrangement (ia) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (iib) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed in Section 5.22 5.19 of the Disclosure Schedule in connection with the Oil and Gas Properties covered by the most recent recently delivered Engineering Report to which such contract or agreement relates (as supplemented by Borrowers from time to time in writing to Administrative Agent): relates: (i) no Oil and Gas Property of covered by the Restricted Persons most recently delivered Engineering Report is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) that which cannot be canceled by such Restricted Person on 180 120 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on reasonable market commercial terms available with third parties not affiliated with Restricted Persons. Except as set forth in Section 5.22 of the Disclosure Schedule (as supplemented by Borrowers from time to time in writing to Administrative Agent), each Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report that is subject to a production sales contract or marketing contract listed on in Section 5.19 of the Disclosure Schedule that is computed in all material respects in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property of covered by the Restricted Persons most recently delivered Engineering Report curtailed substantially below such property’s delivery capacity. Except as set forth in Section 5.22 5.19 of the Disclosure Schedule, no Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties of the Restricted Persons covered by the most recent recently delivered Engineering Report after the date hereof. Except as set forth in Section 5.22 5.19 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject to any “take or pay” or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from any such Oil and Gas Property covered by the most recently delivered Engineering Report may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in Section 5.22 5.19 of the Disclosure Schedule, there are is no imbalances with respect to the gas production from the Oil and Gas Properties of the Restricted Persons Property covered by the most recent recently delivered Engineering Report that with respect to which any Restricted Person, or any Restricted Person’s predecessors in title, has, prior to the date hereof, taken more (“overproduced”), or less (“underproduced”), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Oil and Gas Property covered by the most recently delivered Engineering Report would require entitle it to take; and Section 5.19 of the Disclosure Schedule accurately reflects, for each well or unit with respect to which such an imbalance is shown thereon to exist, (i) whether such Restricted Persons Person is overproduced or underproduced and (ii) the volumes (in cubic feet or British thermal units) of such overproduction or underproduction and the aggregate to deliver production in excess effective date of 50,000 MMbtu without receiving payment in full thereforsuch information. Except as set forth in Section 5.22 5.19 of the Disclosure Schedule or as provided for by joint operating agreements entered into in by a Restricted Person in the ordinary course of its businessSchedule, no Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject to a gas balancing arrangement under which one or more third parties may take a portion of the production attributable to such Oil and Gas Property covered by the most recently delivered Engineering Report without payment (or without full payment) therefor as a result of production having been taken from, or as a result of other actions or inactions with respect to, other properties. No Oil and Gas Property of the Restricted Persons covered by the most recent recently delivered Engineering Report is subject at the present time to any regulatory refund obligation and, to the best of each Restricted Person’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. Except as set forth in Section 5.22 5.20 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons covered by the most recent Engineering Report is subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed in Section 5.22 5.20 of the Disclosure Schedule in connection with the Oil and Gas Properties covered by the most recent Engineering Report to which such contract or agreement relates (as supplemented by Borrowers from time to time in writing to Administrative Agent): relates: (i) no Oil and Gas Property of covered by the Restricted Persons most recent Engineering Report is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) that which cannot be canceled on 180 120 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on reasonable market the best terms available with third parties not affiliated with Restricted Persons. Except as set forth in Section 5.22 of the Disclosure Schedule (as supplemented by Borrowers from time to time in writing to Administrative Agent), each Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property of the Restricted Persons covered by the most recent Engineering Report that is subject to a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in all material respects in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from such Oil and Gas Property of covered by the Restricted Persons most recent Engineering Report curtailed substantially below such property’s delivery capacity. Except as set forth in Section 5.22 5.20 of the Disclosure Schedule, no Restricted Person, nor any Restricted Person’s predecessors in title, has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties of the Restricted Persons covered by the most recent Engineering Report after the date hereof. Except as set forth in Section 5.22 5.20 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons covered by the most recent Engineering Report is subject to any “take or pay” or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from any such Oil and Gas Property covered by the most recent Engineering Report may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in Section 5.22 5.20 of the Disclosure Schedule, there are is no imbalances with respect to the gas production from the Oil and Gas Properties of the Restricted Persons Property covered by the most recent Engineering Report that with respect to which any Restricted Person, or any Restricted Person’s predecessors in title, has, prior to the date hereof, taken more (“overproduced”), or less (“underproduced”), gas from the lands covered thereby (or pooled or unitized therewith) than its ownership interest in such Oil and Gas Property covered by the most recent Engineering Report would require entitle it to take; and the Disclosure Schedule accurately reflects, for each well or unit with respect to which such an imbalance is shown thereon to exist, (i) whether such Restricted Persons Person is overproduced or underproduced and (ii) the volumes (in cubic feet or British thermal units) of such overproduction or underproduction and the aggregate to deliver production in excess effective date of 50,000 MMbtu without receiving payment in full thereforsuch information. Except as set forth in Section 5.22 5.20 of the Disclosure Schedule or as provided for by joint operating agreements entered into in by a Restricted Person in the ordinary course of its businessSchedule, no Oil and Gas Property of the Restricted Persons covered by the most recent Engineering Report is subject to a gas balancing arrangement under which one or more third parties may take a portion of the production attributable to such Oil and Gas Property covered by the most recent Engineering Report without payment (or without full payment) therefor as a result of production having been taken from, or as a result of other actions or inactions with respect to, other properties. No Oil and Gas Property of the Restricted Persons covered by the most recent Engineering Report is subject at the present time to any regulatory refund obligation and, to the best of Restricted Person’s knowledge, no facts exist which might cause the same to be imposed.

Sale of Production. Except as set forth in Section 5.22 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons Loan Parties or any of their respective Subsidiaries covered by the most recent Engineering Report is subject to any contractual or other arrangement (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days) or (ii) whereby payments are made to a Restricted Person Loan Party or any Subsidiary other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed in Section 5.22 of the Disclosure Schedule in connection with the Oil and Gas Properties covered by the most recent Engineering Report to which such contract or agreement relates (as supplemented by Borrowers from time to time in writing to the Lenders (with a copy to the Administrative Agent)): (i) no Oil and Gas Property of the Restricted Persons Loan Parties or any of their respective Subsidiaries is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) that cannot be canceled on 180 days’ (or less) notice and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on reasonable market terms with third parties not affiliated with Restricted Personsthe Loan Parties or any of their respective Subsidiaries. Except as set forth in Section 5.22 of the Disclosure Schedule (as supplemented by Borrowers from time to time in writing to the Lenders (with a copy to the Administrative Agent)), each Restricted Person Loan Party and each of their its Subsidiaries is presently receiving a price for all production from (or attributable to) each Oil and Gas Property of the Restricted Persons Loan Parties and each of their respective Subsidiaries covered by the most recent Engineering Report that is subject to a production sales contract or marketing contract listed on the Disclosure Schedule that is computed in all material respects in accordance with the terms of such contract, and no Restricted Person Loan Party nor any of its respective Subsidiaries is having deliveries of production from such Oil and Gas Property of the Restricted Persons Loan Parties or any of their respective Subsidiaries curtailed substantially below such property’s delivery capacity. Except as set forth in Section 5.22 of the Disclosure Schedule, no Restricted Person, Loan Party nor any Restricted Person’s of its Subsidiaries (or predecessors in title), has received prepayments (including payments for gas not taken pursuant to “take or pay” or other similar arrangements) for any oil, gas or other hydrocarbons produced or to be produced from any Oil and Gas Properties of the Restricted Persons Loan Parties or any of their respective Subsidiaries covered by the most recent Engineering Report after the date hereof. Except as set forth in Section 5.22 of the Disclosure Schedule, no Oil and Gas Property of the Restricted Persons any Loan Party or any of its respective Subsidiaries covered by the most recent Engineering Report is subject to any “take or pay” or other similar arrangement (i) which can be satisfied in whole or in part by the production or transportation of gas from other properties or (ii) as a result of which production from any such Oil and Gas Property may be required to be delivered to one or more third parties without payment (or without full payment) therefor as a result of payments made, or other actions taken, with respect to other properties. Except as set forth in Section 5.22 of the Disclosure Schedule, there are no imbalances with respect to the gas production from the Oil and Gas Properties of the Restricted Persons Loan Parties or any of their respective Subsidiaries covered by the most recent Engineering Report that would require the Restricted Persons Loan Parties and each of their respective Subsidiaries in the aggregate to deliver production in excess of 50,000 MMbtu without receiving payment in full therefor. Except as set forth in Section 5.22 of the Disclosure Schedule or as provided for by joint operating agreements entered into in by a Restricted Person Loan Party or any of its Subsidiaries in the ordinary course of its business, no Oil and Gas Property of the Restricted Persons any Loan Party or any of their respective Subsidiaries covered by the most recent Engineering Report is subject to a gas balancing arrangement under which one or more third parties may take a portion of the production attributable to such Oil and Gas Property without payment (or without full payment) therefor as a result of production having been taken from, or as a result of other actions or inactions with respect to, other properties. No Oil and Gas Property of the Restricted Persons any Loan Party or any of its respective Subsidiaries covered by the most recent Engineering Report is subject at the present time to any regulatory refund obligation and, to the best of Restricted Personsuch Loan Party’s or Subsidiary’s knowledge, no facts exist which might cause the same to be imposed.