Common use of Reserve Reports Clause in Contracts

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 of each following year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to the extent that a Loan Party owns Oil and Gas Property as of such date. Any Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Reserve Reports shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if any). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan Party. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances or other prepayments made to the Parent or any Restricted Subsidiary with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Parent or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons, (iv) none of the Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report except as set forth on an exhibit to the certificate, which exhibit shall list all of the Oil and Gas Properties so sold in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties represent.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1, 2022, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns proved Oil and Gas Property Properties of the Loan Parties as of such datethe immediately preceding January 1st and July 1st, respectively. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the July 1 Reserve Reports Report of each year shall be prepared by one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(c). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except it being understood and agreed that with respect projections concerning volumes attributable to the projections Oil and Gas Properties of the Loan Parties and production and cost estimates contained in the Reserve ReportReport are necessarily based upon professional opinions, such Responsible Officer only represents estimates and projections and that the Loan Parties do not warrant that such opinions, estimates and projections were prepared in accordance with SEC regulationswill ultimately prove to have been accurate, (ii) except as set forth on an exhibit to the representations certificate, the Loan Parties own good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, to the extent the Loan Parties take Hydrocarbons attributable or allocable to their Oil and Gas Properties in-kind, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent or any Restricted Subsidiary Loan Party to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbons, therefor; (iv) none of to the extent Loan Parties take Hydrocarbons attributable or allocable to their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report except as set forth on an exhibit to the certificatein-kind, which exhibit shall list all of the Oil and Gas Properties so sold in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof Effective Date or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof Effective Date and (viv) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that the total value of such Mortgaged Properties as a percentage of the total value of all the total proved Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representis in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1, 2010, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its Subsidiaries as of such datethe immediately preceding December 31st and June 30th. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the June 30 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower or a consulting reserve engineer who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 Reserve Report. (if any). Each b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower or a consulting reserve engineer who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anyReserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) the representations Borrower or its Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary of its Subsidiaries to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresent in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing March 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to as of the extent that immediately preceding January 1st or July 1st, together with a Loan Party owns Oil Management Production Forecast and Gas Property Report as of such dateJanuary 1st or July 1st, as applicable. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 January 1st of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the July 1st Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate to the best of his or her knowledge in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding January 1st Reserve Report. Borrower may, at any time (but not more than once in any month), deliver an updated Management Production Forecast and Report prepared as which shall replace the prior delivered Management Production Forecast and Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate to the best of his or her knowledge in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned (whether in fee or by leasehold) by a Loan Party45 days following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders Lenders, a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgehis knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) the representations Borrower or the Restricted Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.22 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the its Oil and Gas Properties of included in the Loan Parties most recently delivered Reserve Report have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof Closing Date or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 7.23 had such agreement been in effect on the date hereof Closing Date and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representProperty.

Reserve Reports. (a) Beginning on the date that is the later On or before April 1st and October 1st of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Propertyeach year, and thereafter on April 1 and October 1 of each following yearor before July 1, 2019, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Proved Oil and Gas Property Properties of the Borrower and its Restricted Subsidiaries as of such date. Any the immediately preceding December 31st or June 30th (or March 31, 2019, with respect to the Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior yeardue July 1, 2019), respectively. Any The Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared (i) with respect to PDP Reserves, by one or more Approved Petroleum Engineers. Any other Reserve Reports shall be prepared Engineers and (ii) with respect to PDNP Reserves and PUD Reserves, either by Approved Petroleum Engineers or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially Borrower’s internal reserve engineering staff in accordance with the procedures used in the immediately preceding December 31 Reserve Report. The Reserve Report prepared as of June 30 of each year and March 31, 2019 shall be prepared either by Approved Petroleum Engineers or by the Borrower’s internal reserve engineering staff in accordance with the procedures used in the immediately preceding December 31 (if any). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan PartyReport. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared either by Approved Petroleum Engineers or by the Borrower’s internal reserve engineering staff, in each case in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than 30 days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to on behalf of the best of such Responsible Officer’s knowledgeBorrower that in all material respects: (i) the information contained Borrower acted in good faith and utilized reasonable assumptions and due care in the preparation of such Reserve Report and any other to its knowledge there are no statements or conclusions in such Reserve Report which are based upon or include material misleading information delivered in connection therewith is true and correct in all or fail to take into account material respects, except that with respect information known to it regarding the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationsmatters reported therein, (ii) the representations Borrower or its Restricted Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in Section 7.17(a) remain true such Reserve Report and correct in such Properties are free of all material respects as of the date of such certificateLiens except for Permitted Liens, (iii) except as set forth on an exhibit to the certificate, on a net aggregate basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Proved Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from such Proved Oil and transfer ownership Gas Properties at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Proved Oil and Gas Properties of the Loan Parties have been sold since the date of the last most recent Reserve Report delivered hereunder except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the such Proved Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Proved Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representProperties.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or about March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following yearyear (commencing with September 1, 2018), the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Proved Oil and Gas Property Properties of the Borrower and the other Loan Parties as of such datethe immediately preceding January 1st and July 1st, respectively. Any The Reserve Report to be as of January 1st and delivered on or before April 1 about March 1st of each year shall be prepared as of December 31 of (the prior year. Any “January 1 Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year Report”) shall be prepared by one or more Approved Petroleum Engineers or prepared internally by petroleum engineers of the Borrower and audited by one or more Approved Petroleum Engineers. Any Each other Reserve Reports shall Report may be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief senior reserve engineer of the Borrower and substantially in accordance with the procedures used in the preceding who shall certify such Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared Report, except as of December 31 (if any). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan Partyotherwise specified therein. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers or by or under the supervision of the senior reserve engineer of the Borrower to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report, except as otherwise specified therein. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.20(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request, unless otherwise agreed by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in (the form of Exhibit F “Reserve Report Certificate”) from a Responsible the Borrower executed on its behalf by an Authorized Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) there are no statements or conclusions in such Reserve Report which are based upon or include materially misleading information or fail to take into account material information regarding the information matters reported therein, it being understood that such projections concerning volumes attributable to the Borrowing Base Properties of the Loan Parties and production and cost estimates contained in the Reserve Report are necessarily based upon professional opinions, estimates and any other information delivered in connection therewith is true projections and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents Borrower does not warrant that such opinions, estimates and projections were prepared in accordance with SEC regulationswill ultimately prove to have been accurate, (ii) the representations Borrower and warranties contained the other Loan Parties have good and defensible title to the Borrowing Base Properties evaluated in Section 7.17(a) remain true such Reserve Report and correct in such Properties are free of all material respects as of the date of such certificateLiens except for Permitted Mortgaged Property Liens, (iii) except as set forth on an exhibit to the such certificate, on a net basis there are no gas imbalances imbalances, take-or-pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 3.27 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary other Loan Party to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the Oil and Gas Borrowing Base Properties of the Loan Parties have been sold Disposed since the date of the last immediately preceding Reserve Report to the date of the Reserve Report being delivered except (A) for Dispositions that have resulted in a change to the Loan Parties’ working interests and/or net revenue interests in Borrowing Base Properties that are reflected in such Reserve Report and (B) as set forth on an exhibit to the certificate, which exhibit shall list all of the Oil its Borrowing Base Properties Disposed and Gas Properties so sold in such detail as reasonably required by the Administrative Agent, (v) attached except as set forth on an exhibit to such certificate, no material agreements exist which are not cancelable on sixty (60) days’ notice or less without penalty or detriment for the sale of production from the Loan Parties’ Hydrocarbons (including calls on or other rights to purchase production, whether or not the same are currently being exercised) that (A) pertain to the certificate is sale of production at a list fixed price and (B) have a maturity or expiry date of all marketing agreements entered into subsequent to the later of longer than six (6) months from the date hereof or the most recently delivered of such Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof Report, and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Borrowing Base Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all Oil and Gas the Borrowing Base Properties evaluated in such Reserve Report (calculated as of the date of the certificate such Reserve Report) that the value of such Mortgaged Properties represent.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing March 1, 2013, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its Subsidiaries as of such datethe immediately preceding December 31st and June 30th. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the June 30 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 Reserve Report. (if any). Each b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anyReserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) the representations Borrower or its Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.17 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.18 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total proved value of all the Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresent in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1, 2012, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its Subsidiaries as of such datethe immediately preceding January 1st and July 1st. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) the representations Borrower or its Subsidiaries own good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary of its Subsidiaries to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresent in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1, 2014, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to the extent that a Loan Party owns Oil and Gas Property as of such datethe immediately preceding December 31 or June 30, as applicable. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other independent petroleum engineers reasonably acceptable to the Administrative Agent and the June 30 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer “Manager of Acquisitions and Planning” (or similarly titled position) of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 Reserve Report. (if any). Each b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) the representations Borrower or its Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require the Parent Borrower or any Restricted Subsidiary of its Subsidiaries to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which that the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the present value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties represent.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 August 1st of each following year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its Subsidiaries as of such datethe immediately preceding December 31st and June 30th, respectively. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 March 1st of each year shall be prepared by one or more Approved Petroleum Engineers. Any , and each other Reserve Reports Report of each year delivered hereunder, shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding March 1st Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding March 1st Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) the representations Borrower or its Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresent in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing March 1, 2014, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Loan Parties as of such datethe immediately preceding January 1st and July 1st. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. Additionally, in connection with the November 2013 Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared on or about October 25, 2013 evaluating the proved oil and gas reserves attributable to Oil and Gas Properties of the Borrower and its Subsidiaries as of December 31 a date that is no earlier than October 1, 2013, which Reserve Report shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the Initial Reserve Report. (if any). Each b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) that there are no statements or conclusions in the Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Loan Parties and production and cost estimates contained in the Reserve Report are necessarily based upon professional opinions, estimates and any other information delivered in connection therewith is true projections and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents Loan Parties do not warrant that such opinions, estimates and projections were prepared in accordance with SEC regulationswill ultimately prove to have been accurate, (ii) each Loan Party owns Good and Defensible Title to the representations Oil and warranties contained Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent or any Restricted Subsidiary Loan Party to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof hereof, and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the proved Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresents in compliance with Section 8.13(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and the Restricted Subsidiaries as of such datethe immediately preceding January 1st and July 1st. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) the representations Borrower or the Restricted Subsidiaries own good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresent in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before February 28th and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 August 31st of each following year, commencing August 31, 2014, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its Subsidiaries with an “as of such dateof” date acceptable to the Administrative Agent. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 by February 28th of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the Reserve Reports Report to be delivered by August 31st of each year shall be prepared by or under the supervision of the chief engineer or chief operating officer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer or chief operating officer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding February 28th Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an "as of" date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the representations Borrower or its Subsidiaries own good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances Material Gas Imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbons, and (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v.” U. Section 8.13(c). Section 8.13(c) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof Credit Agreement is hereby amended by adding “or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule Conforming Borrowing Base, as applicable” following each occurrence of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representwords “Borrowing Base”.

Reserve Reports. The Issuer will be required to deliver, or to cause the Manager to deliver, to the Indenture Trustee, the Back-up Manager and each Rating Agency an updated Reserve Report within ninety (a90) Beginning days of the commencement of each calendar year (which report shall be audited or prepared by an independent petroleum engineer) and on June 30 of each year (which report shall be internally prepared by the date Issuer); provided, that is the later Issuer must deliver an updated Reserve Report within forty-five (45) days of any Permitted Disposition or combination of related Permitted Dispositions of an aggregate amount of Assets exceeding 5% of the PV-10 of the Assets as of the Closing Date (it being understood that (i) six such updated Reserve Report may be the same report as the most recently delivered Reserve Report, rolled forward by or under the supervision of the Chief Operating Officer (6or similarly titled position) months after of the acquisition by a Loan Party of any Oil and Gas Property Manager and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 of each following year, the Borrower shall furnish to the Administrative Agent and the Lenders extent a Reserve Report with respect to a Permitted Disposition or combination of related Permitted Dispositions has been so delivered to the Indenture Trustee, the Back-up Manager and each Rating Agency, the foregoing shall not require the delivery of an additional Reserve Report upon additional related Permitted Dispositions unless and until the aggregate amount of such additional related Permitted Dispositions exceeds 5% of the PV-10 of the Assets as of the Closing Date) (and, following any fiscal year for which the P&A Expense Amount exceeds the P&A Reserve Trigger Amount, such updated Reserve Report shall include a separate schedule identifying the estimated net capital expenditures associated with plugging and abandonment liabilities with respect to the Wellbore Interests), and, to the extent that a Loan Party owns Oil and Gas Property as of the Issuer, or the Manager on the Issuer’s behalf, in its discretion obtains an updated Reserve Report prior to any otherwise scheduled annually updated Reserve Report, the Issuer, or the Manager on the Issuer’s behalf, will be required to deliver each such date. Any updated Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior yearsuch persons promptly upon its receipt thereof. Any The Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Reserve Reports shall be prepared by or under the supervision of the chief engineer Chief Operating Officer (or similarly titled position) of the Borrower and substantially in accordance with the procedures used in the preceding Manager, who shall certify such Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anyand, with respect to the first Reserve Report delivered by the Issuer under this Indenture, the Separation Agreement Reserve Report). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan Party. (b) With the delivery of each Reserve Report, the Borrower Issuer shall provide to the Administrative Agent Indenture Trustee, the Back-up Manager and the Lenders each Rating Agency a certificate substantially in the form of Exhibit F from a Responsible Officer of the Manager certifying that, to the best of such Responsible Officer’s knowledge: (i) that in all material respects the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respectscorrect, except that with respect the Issuer owns good and defensible title to the projections Assets evaluated in the such Reserve Report, such Responsible Officer only represents Assets are free of all Liens except for Permitted Liens and that, to the extent there has been a change in the Net Revenue Interest or Working Interest, that such projections were prepared change is identified in accordance with SEC regulations, (ii) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, (iii) except as set forth on an exhibit to the certificate. With the delivery of each Reserve Report, on a net basis there are no gas imbalances or other prepayments made the Issuer shall provide to the Parent Indenture Trustee, the Back-up Manager and each Rating Agency a report that shows any change, set forth to the eighth decimal place, in the Net Revenue Interest relating to the prior year or any Restricted Subsidiary Working Interest relating to the prior year with respect to any Well from the Oil Net Revenue Interest or Working Interest provided in the previous Reserve Report, and Gas Properties evaluated except to the extent already included in a report under this Section 8.5. The Indenture Trustee shall promptly make any such Reserve Report which would require the Parent or any Restricted Subsidiary Reports, certificates and other reports delivered pursuant to deliver and transfer ownership at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons, (iv) none of the Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report except as set forth on an exhibit this Section 8.5 available to the certificateNoteholders and the Hedge Counterparties by posting any such Reserve Reports, which exhibit shall list all of the Oil and Gas Properties so sold certificates or other reports delivered pursuant to this to its internet website referenced in such detail as reasonably required by the Administrative Agent, (v) attached hereof subject to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representterms thereof.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April On or before each March 1 and October September 1 of each following year, commencing September 1, 2024, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Credit Parties as of such datethe immediately preceding January 1st and July 1st, respectively. Any The January 1 Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Engineers that have completed an independent engineering evaluation of the reserves attributable to the Credit Parties’ Oil and Gas Properties, and the July 1 Reserve Reports Report of each year shall be prepared prepared, at the option of the Borrower, either by one or more Approved Petroleum Engineers that have completed an independent engineering evaluation of the reserves attributable to the Credit Parties’ Oil and Gas Properties or by or under the supervision of the chief engineer Internal Petroleum Engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate in all material respects and, to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared as prepared, at the option of December 31 (if any). Each Reserve Report prepared the Borrower, either by one or more Approved Petroleum Engineers that have completed an independent engineering evaluation of the reserves attributable to the Credit Parties’ Oil and Gas Properties or by or under the supervision of the chief engineer Internal Petroleum Engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer to be substantially in the form of Exhibit F from a Responsible Officer M (or such other form as the Administrative Agent may agree) certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct correct, it being understood that projections concerning volumes and production and cost estimates contained in all material respectseach Reserve Report are necessarily based upon opinions, except estimates and projections and that with respect to neither the projections in the Reserve Report, Borrower nor such Responsible Officer only represents warrants that such opinions, estimates and projections were prepared in accordance with SEC regulationswill ultimately prove to have been accurate, (ii) the representations and warranties contained Borrower or its Restricted Subsidiaries has, or in Section 7.17(a) remain true and correct respect of to-be-acquired assets in all material respects as connection with a permitted acquisition, will have, prior to the effectiveness of the date Scheduled Redetermination or Interim Redetermination, as applicable, good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report (other than those Oil and Gas Properties (A) disposed of in compliance with Section 9.12, and, other than as previously disclosed in writing to the Administrative Agent, set forth on an exhibit to such certificatecertificate (other than Hydrocarbons sold in the ordinary course of business) (B) that constitute leases that have expired in accordance with their terms or (C) that have title defects disclosed in writing to the Administrative Agent (including through the provision of title information pursuant to Section 8.11(a)) and such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as previously disclosed in writing to the Administrative Agent or as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as previously disclosed in writing to the Administrative Agent or as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate thereto is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and Effective Date, (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value total PV-9 of all the Oil and Gas Properties evaluated in such Reserve Report as of that are Mortgaged Properties and, to the date of the certificate extent that the value of such Mortgaged Properties representrepresent is not in compliance with Section 8.13(a), a reasonably detailed description of the steps that the Borrower will take to come into compliance with Section 8.13(a) in accordance with the terms hereof, and (vii) attached thereto is a list of all Minimum Volume Contracts entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report or the date on which the Borrower disclosed the existence of Minimum Volume Contracts to the Administrative Agent, as applicable, which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.26 had such agreement been in effect on the Effective Date.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before May 1, 2012 and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 1st of each following yearyear thereafter, the Parent shall (or, in connection with the Canadian Reserve Report, shall cause the Borrower shall to) (a) furnish to the Global Administrative Agent and the Lenders a Reserve Report to the extent that a Loan Party owns Oil and Gas Property as of such date. Any Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be Reports prepared by one or more Approved Petroleum EngineersEngineers (the “Prepared Reserve Reports”) as of January 1st of such year. Any other On or before October 1st of each year, commencing October 1, 2012, the Parent shall (or, in connection with the Canadian Reserve Report, shall cause the Borrower to) furnish to the Global Administrative Agent, the Lenders and the U.S. Lenders the Reserve Reports shall be as of July 1st of such year prepared by or under the supervision of the chief engineer of the Borrower and substantially Parent in accordance with the procedures used in the preceding most recent Prepared Reserve Reports. It is understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report prepared as are necessarily based upon professional opinions, estimates and projections and that the Parent and its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. (b) In the event of December 31 an Interim Redetermination requested by the Global Administrative Agent or the Parent pursuant to Section 2.07(b), the Parent shall (if anyor, in the connection with the Canadian Reserve Report, shall cause the Borrower to). Each , upon the request of the Global Administrative Agent, furnish to the Global Administrative Agent, the Lenders and the U.S. Lenders the Reserve Report Reports (i) prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true Parent and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Prepared Reserve Report prepared Reports delivered pursuant to Section 8.11(a), and (ii) which shall have an “as of December 31 (if any)of” date as required by the Global Administrative Agent, no later than a date mutually agreed to by the Parent or the Borrower, as applicable, and the Global Administrative Agent. Each If the Global Administrative Agent does not request updated Reserve Report shall identify which Loan Party owns (whether in fee Reports pursuant to the immediately preceding sentence, the Global Administrative Agent, the Lenders and the U.S. Lenders may base such Interim Redetermination on the Reserve Reports most recently delivered by the Parent or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan Partythe Borrower, as applicable, hereunder. (bc) With the delivery of each Reserve Report, the Parent shall (or, in connection with the Canadian Reserve Report, shall cause the Borrower shall to) provide to the Global Administrative Agent Agent, the Lenders and the U.S. Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer of the Parent or the Borrower, as applicable, certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report Reports and any other information delivered in connection therewith is are true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) subject to Immaterial Title Deficiencies, (x) the representations Parent or a U.S. Guarantor owns good and warranties contained defensible title to the Oil and Gas Properties located in Section 7.17(athe United States evaluated in the applicable U.S. Reserve Report and such Properties are free of all Liens except for Permitted Liens and Liens securing the U.S. Secured Indebtedness and (y) remain true the Borrower or a Canadian Guarantor owns good and correct defensible title to the Oil and Gas Properties located in Canada evaluated in the applicable Canadian Reserve Report and such Properties are free of all material respects as of Liens except for Permitted Liens and Liens securing the date of such certificateSecured Indebtedness, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of one half bcf of gas in the Parent or any Restricted Subsidiary aggregate (x) with respect to the its Oil and Gas Properties located in the United States evaluated in such the applicable U.S. Reserve Report which would require the Parent or any Restricted Subsidiary U.S. Guarantor to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbons, and (ivy) none of the with respect to its Oil and Gas Properties of located in Canada evaluated in the Loan Parties have been sold since the date of the last applicable Canadian Reserve Report except as set forth on an exhibit which would require the Borrower or any Canadian Guarantor to the certificate, which exhibit shall list all of the deliver Hydrocarbons either generally or produced from such Oil and Gas Properties so sold in such detail as reasonably required by the Administrative Agentat some future time without then or thereafter receiving full payment therefor, (viv) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report Reports which pertain to the Borrower would sale of production at a fixed price and have been obligated to list on Schedule 7.20 had such agreement been in effect on a maturity date of longer than six (6) months from the date hereof of such certificate, and (viv) attached to the certificate is a schedule of the Oil true and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value complete list of all Oil and Gas Properties evaluated in such Reserve Report Swap Agreements of the Parent and each Restricted Subsidiary is included, which list contains the material terms thereof (including the type, remaining term, counterparty, ▇▇▇▇-to-market value as of the end of the second month immediately preceding the date of such certificate and notional amounts or volumes), any credit support agreements relating thereto, any margin required or supplied under any credit support document, and the certificate counterparty to each such agreement. (d) The Canadian Reserve Reports may only include Oil and Gas Properties that are (x) located in British Columbia, Canada, Alberta, Canada, or another province in Canada that at such time allows for a secured lender to receive the benefit of a floating charge over real property located in such province, and for which such floating charge or security interest is created by a debenture or other Security Instrument and is of record (as necessary) as contemplated under Section 6.01(f)(i) of the Existing Canadian Credit Agreement or (y) located in any other province in Canada, the United States or any other country or jurisdiction reasonably acceptable to the Global Administrative Agent; provided that with respect to Oil and Gas Properties set forth in this clause (y), (i) the Global Administrative Agent shall be reasonably satisfied that fixed charges, collateral agreements or other Security Instruments create first priority, perfected Liens (subject only to Permitted Liens) on at least 80% of the total value of the Proved Hydrocarbon Interests relating to such Oil and Gas Properties and (ii) the Global Administrative Agent shall have received title information as the Global Administrative Agent may reasonably require satisfactory to the Global Administrative Agent setting forth the status of title to at least 75% of the total value of such Mortgaged Oil and Gas Properties; provided, that with respect to such Oil and Gas Properties representreferred to in the foregoing clauses (x) and (y), the Global Administrative Agent shall have received such other closing documents, certificates, and legal opinions as shall be reasonably requested by, and in form and substance reasonably satisfactory to, the Global Administrative Agent.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing March 1, 2015, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Credit Parties as of such datethe immediately preceding January 1st and July 1st. Any Reserve Report to be delivered In addition, (i) on or before April 1 December 1, 2014 and June 1, 2015, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of each year the Credit Parties, and (ii) the Borrower, from and after November 1, 2015, may elect in its discretion to deliver one interim Reserve Report evaluating the Oil and Gas Properties of the Credit Parties in between two successive Scheduled Redetermination Dates, which Reserve Reports in clauses (i) and (ii) shall be prepared have an “as of” date reasonably acceptable to the Administrative Agent. The Reserve Report as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any , and each other Reserve Reports Report required hereunder shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially who shall certify such Reserve Report to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer to be true and accurate in all material respects and certify such Reserve Report to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.08(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each such Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially of the Borrower confirming that in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgeall material respects: (i) the information contained Parent and the Borrower acted in good faith and utilized reasonable assumptions and due care in the preparation of such Reserve Report and any other that to their knowledge there are no statements or conclusions in such Reserve Report which are based upon or include material misleading information delivered in connection therewith is true and correct in all or fail to take into account material respects, except that with respect information known to them regarding the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationsmatters reported therein, (ii) the representations Parent or its Restricted Subsidiaries own good and warranties contained defensible title to the Oil and Gas Properties evaluated in Section 7.17(a) remain true such Reserve Report as required in this Agreement and correct in such Properties are free of all material respects as of Liens except for Excepted Liens and Liens securing the date of such certificateIndebtedness, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the Parent’s or any Restricted Subsidiary’s Proved Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Proved Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and hereof, (vi) attached to the certificate thereto is a schedule of the Proved Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating which sets out the percentage of the total value of all the Proved Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate and demonstrates that the total value of such Mortgaged Proved Oil and Gas Properties representis in compliance with Section 8.14(a), and (vii) to the extent, if any, that any Oil and Gas Properties included in such report are owned by a Credit Party that is not a Qualified ECP Counterparty, such Credit Party and such Oil and Gas Properties are specified in such report.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing March 1, 2021, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Proved Oil and Gas Property Properties of the Credit Parties that are Qualified ECP Guarantors as of such datethe immediately preceding January 1st and July 1st. Any The Reserve Report to be delivered on or before April as of January 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared audited by one or more Approved Petroleum Engineers. Any other Engineers that have completed an independent engineering evaluation of the reserves attributable to the Credit Parties' Proved Oil and Gas Properties, and the July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an "as of" date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the representations Borrower or its Restricted Subsidiaries owns good and warranties contained in Section 7.17(a) remain true and correct in defensible title to substantially all material respects as of the date Proved Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of such certificateall Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Proved Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from such Proved Oil and transfer ownership Gas Properties at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Proved Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Proved Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof hereof, and (vi) attached to the certificate thereto is a schedule of the Proved Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representProperties.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on On or before April 1 and October 1 of each following year, the Parent or the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report as of December 31 of each year shall be prepared (x) by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer of the Parent (who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report) and audited by one or more Approved Petroleum Engineers. The June 30 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Parent, who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an unscheduled redetermination of the Borrowing Base, the Parent or the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to the extent that a Loan Party owns Oil and Gas Property as of such date. Any Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Reserve Reports shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding Parent who shall certify such Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anyReport. For any unscheduled redetermination requested by the Required Lenders or the Parent or the Borrower pursuant to Section 2.04(e). Each Reserve Report , the Parent or the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned (whether in fee or by leasehold) by a Loan Party30 days following the receipt of such request. (bc) With the delivery of each Reserve Report, the Parent or the Borrower shall provide to the Administrative Agent and the Lenders Lenders, a certificate substantially in the form of Exhibit F from a Responsible an Authorized Officer certifying that, to the best of such Responsible Officer’s knowledgehis knowledge (after reasonable inquiry) and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) the representations Parent, the Borrower or the Restricted Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate6.02, (iiic) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to the Parent or any Restricted Subsidiary with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Parent, the Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (ivd) none of the such Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, and (ve) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representsubject to Mortgages.

Reserve Reports. (a) Beginning on the date that is the later of On or before (i) six (6) months after March 1, 2022, the acquisition by Borrower shall furnish to the Administrative Agent and the Revolving Credit Lenders a Loan Party of any Reserve Report evaluating the Oil and Gas Property Properties of the Borrower and its Subsidiaries as of the immediately preceding November 30, 2021 and (ii) commencing October 1 of the year in which a Loan Party acquires an Oil and Gas Property1, and thereafter on 2022, April 1 and October 1 of each following year, the Borrower shall furnish to the Administrative Agent and the Revolving Credit Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its Subsidiaries as of such datethe immediately preceding December 31 or June 30, respectively. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared or audited by one or more Approved Petroleum Engineers. Any other , and the Reserve Reports Report as of June 30 of each year shall be prepared either by Approved Petroleum Engineers or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding by Borrower’s internal reserve engineering staff, which shall certify such Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects (with appropriate exceptions for projections and cost estimates) and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if any). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan PartyReport. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Revolving Credit Lenders a Reserve Report prepared by Borrower’s internal reserve engineering staff, which shall certify such Reserve Report to be true and accurate in all material respects (with appropriate exceptions for projections and cost estimates) and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.06(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Revolving Credit Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledge: (i) certifying that (A) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respectscorrect, except that with respect (B) each Credit Party owns good and defensible title to the projections Oil and Gas Properties evaluated in the such Reserve Report, Report and such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationsProperties are free and clear of all Liens except for Permitted Liens, (ii) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, (iiiC) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances or other prepayments made to the Parent or any Restricted Subsidiary Material Gas Imbalances with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Parent or any Restricted Subsidiary to deliver and transfer ownership at some future time Report, (D) none of volumes of Hydrocarbons produced from such their Proved Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons, (iv) none of the Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all such Oil and Gas Properties sold and attached thereto is a schedule of the Oil and Gas Properties so sold in evaluated by such detail as reasonably required by the Administrative Agent, Reserve Report that are Mortgaged Properties and (vE) attached to the certificate thereto is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report certificate delivered under this Section 8.12(c) which the Borrower would reasonably be expected to have been obligated to list on Schedule 7.20 7.18 had such agreement been in effect on the date hereof and (viii) attached to the certificate is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the Proved Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresents in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1st 2013, the Borrower shall furnish to the Administrative Agent and the Lenders 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 extent United States of America) that a Loan Party owns Oil and Gas Property as the Borrower desires to have included in any calculation of such datethe Borrowing Base. Any Each Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 and June 30 shall be prepared, at the sole election of the prior year. Any Borrower, (x) by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer of the Borrower or a Restricted Subsidiary; provided that Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared Reports as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Reserve Reports shall be that are prepared by or under the supervision of the chief engineer of the Borrower and substantially or a Restricted Subsidiary shall in accordance with each case be accompanied by an audit letter issued by the procedures used in applicable Approved Petroleum Engineer that has audited at least 80% of the preceding Reserve Report prepared 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 December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or prepared under the supervision of the chief engineer of the Borrower or a Restricted Subsidiary. For any Interim Redetermination pursuant to Section 2.14(b), the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if any). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent, as soon as possible, but in any event no Reserve Report shall evaluate later than 30 days, in the case of any Oil and Gas Property other than those directly owned (whether Interim Redetermination requested by the Borrower or 45 days, in fee the case of any Interim Redetermination requested by the Administrative Agent or by leasehold) by a Loan Partythe Lenders, following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and a Reserve Report Certificate from an Authorized Officer of the Lenders a certificate substantially Borrower certifying that in all material respects: (i) in the form case of Exhibit F from Reserve Reports prepared by or under the supervision of the chief engineer of the Borrower or a Responsible Officer certifying thatRestricted Subsidiary (other than December 31 Reserve Reports), to such Reserve Report has been prepared, except as otherwise specified therein, in accordance with the best of such Responsible Officer’s knowledge: procedures used in the immediately preceding December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered; (iii) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, ; (iii) except as set forth on in an exhibit to the such certificate, on a net basis there are no gas imbalances the Borrower or other prepayments made another Credit Party has good and defensible title to the Parent or any Restricted Subsidiary with respect to the Oil and Gas Borrowing Base Properties evaluated in such Reserve Report which would require the Parent or any Restricted Subsidiary to deliver and transfer ownership at some future time (other than those (x) Disposed of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of in compliance with Section 10.4 since delivery of those Hydrocarbonssuch 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 10.2; (iv) [intentionally omitted]; (v) none of the Oil and Gas Borrowing Base Properties of the Loan Parties have been sold Disposed of since the date of the last Reserve Report Borrowing Base determination except those Borrowing Base Properties listed on such certificate as set forth on an exhibit to the certificate, which exhibit shall list all of the Oil and Gas Properties so sold in such detail as reasonably required by the Administrative Agent, having been Disposed of; and (vvi) attached to the certificate is shall also attach, as schedules thereto, a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the Oil and Gas Borrowing Base Properties evaluated by such Reserve Report that are Mortgaged Properties Collateral and demonstrating that the percentage PV-10 of the value Collateral (calculated at the time of all Oil and Gas Properties evaluated in delivery of such Reserve Report as of Report) meets the date of the certificate that the value of such Mortgaged Properties representCollateral Coverage Minimum.

Reserve Reports. The Issuer will be required to deliver, or to cause the Manager to deliver, to the Indenture Trustee, the Back-up Manager and each Rating Agency an updated Reserve Report within ninety (a90) Beginning on days of the date commencement of each calendar year (which report shall be audited or prepared by an independent petroleum engineer) and the 30th of June (which report shall be internally prepared by the Issuer); provided, that is the later Issuer must deliver an updated Reserve Report within forty-five (45) days of any Permitted Disposition or combination of related Permitted Dispositions of an aggregate amount of Assets exceeding 5% of the PV-10 of the Assets as of the Closing Date (it being understood that (i) six such updated Reserve Report may be the same report as the most recently delivered Reserve Report, rolled forward by or under the supervision of the Chief Operating Officer (6or similarly titled position) months after of the acquisition by a Loan Party of any Oil and Gas Property Manager and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 of each following year, the Borrower shall furnish to the Administrative Agent and the Lenders extent a Reserve Report with respect to a Permitted Disposition or combination of related Permitted Dispositions has been so delivered to the Indenture Trustee, the foregoing shall not require the delivery of an additional Reserve Report upon additional related Permitted Dispositions unless and until the aggregate amount of such additional related Permitted Dispositions exceeds 5% of the PV-10 of the Assets as of the Closing Date) (and, following any fiscal year for which the P&A Expense Amount exceeds the P&A Reserve Trigger, such updated Reserve Report shall include a separate schedule identifying the estimated net capital expenditures associated with plugging and abandonment liabilities with respect to the Wellbore Interests), and, to the extent that a Loan Party owns Oil and Gas Property as of the Issuer, or the Manager on the Issuer’s behalf, in its discretion obtains an updated Reserve Report prior to any otherwise scheduled annually updated Reserve Report, the Issuer, or the Manager on the Issuer’s behalf, will be required to deliver each such date. Any updated Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior yearsuch persons promptly upon its receipt thereof. Any The Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Reserve Reports shall be prepared by or under the supervision of the chief engineer Chief Operating Officer (or similarly titled position) of the Borrower and substantially in accordance with the procedures used in the preceding Manager, who shall certify such Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anyand, with respect to the first Reserve Report delivered by the Issuer under this Indenture, the Separation Agreement Reserve Report). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan Party. (b) With the delivery of each Reserve Report, the Borrower Issuer shall provide to the Administrative Agent Indenture Trustee, the Back-up Manager and the Lenders each Rating Agency a certificate substantially in the form of Exhibit F from a Responsible Officer of the Manager certifying that, to the best of such Responsible Officer’s knowledge: (i) that in all material respects the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respectscorrect, except that with respect the Issuer owns good and defensible title to the projections Assets evaluated in the such Reserve Report, such Responsible Officer only represents Assets are free of all Liens except for Permitted Liens and that, to the extent there has been a change in the Net Revenue Interest or Working Interest, that such projections were prepared change is identified in accordance with SEC regulations, (ii) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, (iii) except as set forth on an exhibit to the certificate. With the delivery of each Reserve Report, on a net basis there are no gas imbalances or other prepayments made the Issuer shall provide to the Parent Indenture Trustee, the Back-up Manager and each Rating Agency a report that shows any change, set forth to the eighth decimal place, in the Net Revenue Interest relating to the prior year or any Restricted Subsidiary Working Interest relating to the prior year with respect to any Well from the Oil Net Revenue Interest or Working Interest provided in the previous Reserve Report, and Gas Properties evaluated except to the extent already included in a report under this Section 8.5. The Indenture Trustee shall promptly make any such Reserve Report which would require the Parent or any Restricted Subsidiary Reports, certificates and other reports delivered pursuant to deliver and transfer ownership at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons, (iv) none of the Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report except as set forth on an exhibit this Section 8.5 available to the certificate, which exhibit shall list all of Noteholders and the Oil and Gas Properties so sold in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representHedge Counterparties.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and the other Loan Parties as of such datethe immediately preceding January 1st and July 1st, as applicable. Any The Reserve Report to be as of January 1st and delivered on or before April 1 March 1st of each year shall be prepared as of December 31 of (the prior year. Any “January 1 Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year Report”) shall be prepared by one or more Approved Petroleum Engineers. Any , and each other Reserve Reports shall Report of each year may be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer reservoir engineering manager of the Borrower who shall certify such Reserve Report to be true and substantially accurate in all material respects and, except as otherwise specified therein, to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer reservoir engineering manager of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and and, except as otherwise specified therein, to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F (a “Reserve Report Certificate”) from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) the representations Borrower or the other Loan Parties own good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary other Loan Party to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of evaluated in the Loan Parties immediately previous Reserve Report have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into by a Loan Party subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresent and that such percentage is in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing March 1, 2020, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to the extent that a Loan Party owns Oil and Gas Property as of such datethe immediately preceding December 31 or June 30, as applicable. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Engineers and the June 30 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate in all material respects and to have been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 Reserve Report. (if any). Each b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anyReserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as reasonably required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer, in substantially in the form of Exhibit F from a Responsible Officer G hereto (the “Reserve Report Certificate”), certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained provided by the Borrower in connection with the preparation of such Reserve Report and any other information delivered in connection therewith by the Borrower is true and correct correct, and any projections based upon such information have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable, subject to uncertainties inherent in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationsprojections, (ii) the representations Borrower and warranties contained the Restricted Subsidiaries own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the Oil and Gas Properties evaluated in such Reserve Report which that would require the Parent Borrower or any the Restricted Subsidiary Subsidiaries to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the Oil and Gas Properties of evaluated in the Loan Parties immediately preceding Reserve Report have been sold since the date of the last Reserve Report Borrowing Base redetermination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which that the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that the percentage of the total value of all the Oil and Gas Properties evaluated in by such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresent is in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 31 and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 30 of each following year, commencing March 31, 2014, the Borrower shall furnish to the Administrative Agent and the Revolving Credit Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its Subsidiaries as of such date. Any the immediately preceding December 31 or June 30, respectively; and the Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the June 30 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 Reserve Report. (if any). Each b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Revolving Credit Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anyReserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.06(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Revolving Credit Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, (iii) that except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 8.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their proved Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the such Oil and Gas Properties so sold in such detail as reasonably required by the Administrative Agent, (v) and attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the proved Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresents in compliance with Section 9.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 15 and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 15 of each following year, commencing March 15, 2011, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its Subsidiaries as of such datethe immediately preceding December 31 and June 30, respectively. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers or by or under the supervision of an Internal Petroleum Engineer and audited by one or more Approved Petroleum Engineers. Any other , and the June 30 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding an Internal Petroleum Engineer who shall certify such Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if any). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan PartyReport. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of an Internal Petroleum Engineer who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledge: that in all material respects: (i) there are no statements or conclusions in the Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its Subsidiaries and production and cost estimates contained in the Reserve Report are necessarily based upon professional opinions, estimates and any other information delivered in connection therewith is true projections and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents Borrower and its Subsidiaries do not warrant that such opinions, estimates and projections were prepared in accordance with SEC regulations, will ultimately prove to have been accurate; (ii) the representations Borrower or its Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, 9.03; (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.17 with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Parent QRE MLP or any Restricted Subsidiary of its Subsidiaries to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbons, therefor; (iv) none of the Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, ; (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.18 had such agreement been in effect on the date hereof and hereof; and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate Borrowing Base that the value of such Mortgaged Properties represent.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on On or before April 1 and October 1 of each following year, commencing April 1, 2014, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to the extent that a Loan Party owns Oil and Gas Property as of such dateReport. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any The Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each The Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any All other Reserve Reports shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding Reserve Report prepared as of December 31 (if any)31. Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if any)31. Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan Party. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F G from a Responsible Officer certifying thatthat in all material respects, to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respectscorrect, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances or other prepayments made to the Parent Borrower or any Restricted Subsidiary with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons, (iv) none of the Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report except as set forth on an exhibit to the certificate, which exhibit shall list all of the Oil and Gas Properties so sold in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties represent.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing March 1, 2015, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to the extent that a Loan Party owns Oil and Gas Property as of such datethe immediately preceding January 1st or July 1st. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 January 1st of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the July 1st Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate to the best of his or her knowledge in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding January 1st Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate to the best of his or her knowledge in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned (whether in fee or by leasehold) by a Loan Party45 days following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders Lenders, a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgehis knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) the representations Borrower or its Restricted Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.22 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the its Oil and Gas Properties of included in the Loan Parties most recently delivered Reserve Report have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof Closing Date or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 7.23 had such agreement been in effect on the date hereof Closing Date and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representProperty.

Reserve Reports. The Issuer will be required to deliver, or to cause the Manager to deliver, to the Indenture Trustee, the Back-up Manager and each Rating Agency an updated Reserve Report within ninety (a90) Beginning days of the commencement of each calendar year (which report shall be audited or prepared by an Independent Petroleum Engineer) and on June 30 of each year (which report shall be internally prepared by the date Issuer); provided, that is the later Issuer must deliver an updated Reserve Report within forty-five (45) days of any Permitted Disposition or combination of related Permitted Dispositions (other than any transfer of Assets between the Guarantors pursuant to the proviso of the definition of Permitted Disposition) of an aggregate amount of Assets exceeding 5% of the PV-10 of the Assets as of the Closing Date (it being understood that (i) six such updated Reserve Report may be the same report as the most recently delivered Reserve Report, rolled forward by or under the supervision of the Chief Operating Officer (6or similarly titled position) months after of the acquisition by a Loan Party of any Oil and Gas Property Manager and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 of each following year, the Borrower shall furnish to the Administrative Agent and the Lenders extent a Reserve Report with respect to a Permitted Disposition or combination of related Permitted Dispositions has been so delivered to the Indenture Trustee, the Back-up Manager and each Rating Agency, the foregoing shall not require the delivery of an additional Reserve Report upon additional related Permitted Dispositions unless and until the aggregate amount of such additional related Permitted Dispositions exceeds 5% of the PV-10 of the Assets as of the Closing Date) (and, following any fiscal year for which the P&A Expense Amount exceeds the P&A Reserve Trigger Amount, such updated Reserve Report shall include a separate schedule identifying the estimated net capital expenditures associated with plugging and abandonment liabilities with respect to the Wellbore Interests), and, to the extent that a Loan Party owns Oil and Gas Property as of the Issuer, or the Manager on the Issuer’s behalf, in its discretion obtains an updated Reserve Report prior to any otherwise scheduled annually updated Reserve Report, the Issuer, or the Manager on the Issuer’s behalf, will be required to deliver each such date. Any updated Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior yearsuch persons promptly upon its receipt thereof. Any The Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Reserve Reports shall be prepared by or under the supervision of the chief engineer Chief Operating Officer (or similarly titled position) of the Borrower and substantially in accordance with the procedures used in the preceding Manager, who shall certify such Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anyand, with respect to the first Reserve Report delivered by the Issuer under this Indenture, the Separation Agreement Reserve Report). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan Party. (b) With the delivery of each Reserve Report, the Borrower Issuer shall provide to the Administrative Agent Indenture Trustee, the Back-up Manager and the Lenders each Rating Agency a certificate substantially in the form of Exhibit F from a Responsible Officer of the Manager certifying that, to the best of such Responsible Officer’s knowledge: (i) that in all material respects the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respectscorrect, except that with respect the Issuer Parties own good and defensible title to the projections Assets evaluated in the such Reserve Report, such Responsible Officer only represents Assets are free of all Liens except for Permitted Liens and that, to the extent there has been a change in the Net Revenue Interest or Working Interest, that such projections were prepared change is identified in accordance with SEC regulations, (ii) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, (iii) except as set forth on an exhibit to the certificate. With the delivery of each Reserve Report, on a net basis there are no gas imbalances or other prepayments made the Issuer shall provide to the Parent Indenture Trustee, the Back-up Manager and each Rating Agency a report that shows any change, set forth to the eighth decimal place, in the Net Revenue Interest relating to the prior year or any Restricted Subsidiary Working Interest relating to the prior year with respect to any Well from the Oil Net Revenue Interest or Working Interest provided in the previous Reserve Report, and Gas Properties evaluated except to the extent already included in a report under this Section 8.5. The Indenture Trustee shall promptly make any such Reserve Report which would require the Parent or any Restricted Subsidiary Reports, certificates and other reports delivered pursuant to deliver and transfer ownership at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons, (iv) none of the Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report except as set forth on an exhibit this Section 8.5 available to the certificateNoteholders and the Hedge Counterparties by posting any such Reserve Reports, which exhibit shall list all of the Oil and Gas Properties so sold certificates or other reports delivered pursuant to this Section 8.5, to its internet website referenced in such detail as reasonably required by the Administrative Agent, (v) attached Section 6.6 hereof subject to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representterms thereof.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on On or before April 1 1st and October 1 1st of each following year, commencing April 1, 2022, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to the extent that a Loan Party owns Oil and Gas Property as of such datethe immediately preceding January 1 or July 1, as applicable. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Engineers and the July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate in all material respects and to have been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding January 1st Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as reasonably required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report (other than the Initial Reserve Report), the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer, in substantially in the form of Exhibit F from a Responsible Officer G hereto (the “Reserve Report Certificate”), certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained provided by the Borrower in connection with the preparation of such Reserve Report and any other information delivered in connection therewith by the Borrower is true and correct correct, and any projections based upon such information have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable, subject to uncertainties inherent in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationsprojections, (ii) the representations Borrower and warranties contained the Restricted Subsidiaries own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the Oil and Gas Properties evaluated in such Reserve Report which that would require the Parent Borrower or any the Restricted Subsidiary Subsidiaries to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the Oil and Gas Properties of evaluated in the Loan Parties immediately preceding Reserve Report have been sold since the date of the last Reserve Report Borrowing Base redetermination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which that the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and Effective Date, (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that the percentage of the total value of all the Oil and Gas Properties evaluated in by such Reserve Report as that such Mortgaged Properties represent is in compliance with Section 8.14(a) and (vii) attached thereto is a summary in reasonable detail of all material minimum volume commitments or material minimum revenue commitments (if any) for firm transportation and any deficiencies in respect thereof reasonably anticipated for the six-month period commencing on the date of the certificate that the value of such Mortgaged Properties representReserve Report Certificate.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or about March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1, 2024, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and the other Loan Parties as of such datethe immediately preceding January 1st and July 1st, as applicable. Any The Reserve Report to be as of January 1st and delivered on or before April 1 about March 1st of each year shall be prepared as of December 31 of (the prior year. Any “January 1 Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year Report”) shall be prepared by one or more Approved Petroleum Engineers. Any , and each other Reserve Reports shall Report of each year may be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate in all material respects and, except as otherwise specified therein, to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and and, except as otherwise specified therein, to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer (a “Reserve Report Certificate”) certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) the representations Borrower or the other Loan Parties own good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary other Loan Party to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into by a Loan Party subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representProperties.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on On or before April 1 1st and October 1 1st of each following year, commencing April 1, 2013, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating ninety-five percent (95%) of the extent that a Loan Party owns value of the Oil and Gas Property Properties of the Borrower and the other Loan Parties as of such datethe immediately preceding January 1st and July 1st. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer Vice President – Reserves of the Borrower. (b) In the event of an Interim Redetermination, the Borrower and substantially in accordance with shall furnish to the procedures used in the preceding Reserve Report prepared as of December 31 (if any). Each Administrative Agent a Reserve Report prepared by or under the supervision of the chief engineer Vice President – Reserves of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned forty-five (whether in fee or by leasehold45) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer of the Borrower certifying that, to on behalf of the best of such Responsible Officer’s knowledgeBorrower that in all material respects: (i) there are no statements or conclusions in the Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its Subsidiaries and production and cost estimates contained in the Reserve Report are necessarily based upon professional opinions, estimates and any other information delivered in connection therewith is true projections and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents Borrower does not warrant that such opinions, estimates and projections were prepared in accordance with SEC regulationswill ultimately prove to have been accurate, (ii) the representations Borrower or other Loan Parties have good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary Loan Party to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, and (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate Borrowing Base that the value of such Mortgaged Properties representrepresent in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing March 1, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Loan Parties as of such datethe immediately preceding January 1st and July 1st. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) that there are no statements or conclusions in the Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Loan Parties and production and cost estimates contained in the Reserve Report are necessarily based upon professional opinions, estimates and any other information delivered in connection therewith is true projections and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents Loan Parties do not warrant that such opinions, estimates and projections were prepared in accordance with SEC regulationswill ultimately prove to have been accurate, (ii) each Loan Party owns Good and Defensible Title to the representations Oil and warranties contained Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent or any Restricted Subsidiary Loan Party to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof hereof, and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the proved Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresents in compliance with Section 8.13(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April On or before March 1 and October September 1 of each following year, commencing March 1, 2023, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to the extent that a Loan Party owns Oil and Gas Property evaluating, as of such date. Any Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 the immediately preceding January 1st and July 1st, the Proved Reserves and Proved Developed Reserves of the prior year. Any Reserve Report Borrower and the Credit Parties located within the geographic boundaries of the United States of America that the Borrower desires to be delivered on or before October 1 have included in any calculation of each year shall be prepared as of June 30 of that yearthe Borrowing Base. Each Reserve Report prepared (i) as of December 31 of each year January 1 shall be prepared by one or more Approved Petroleum Engineers. Any other Reserve Reports Engineers and (ii) as of July 1 shall be prepared prepared, at the sole election of the Borrower, (x) by one or more Approved Petroleum Engineers or (y) by or under the supervision of the chief engineer engineers of the Borrower and substantially in accordance with or a Restricted Subsidiary. (b) In the procedures used in event of an Interim Redetermination, the preceding Reserve Report prepared as of December 31 (if any). Each Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or prepared under the supervision of the chief engineer engineers of the Borrower or a Restricted Subsidiary. For any Interim Redetermination pursuant to Section 2.14(b), the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if any). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent, as soon as possible, but in any event no Reserve Report shall evaluate later than 30 days, in the case of any Oil and Gas Property other than those directly owned (whether Interim Redetermination requested by the Borrower or 45 days, in fee the case of any Interim Redetermination requested by the Administrative Agent or by leasehold) by a Loan Partythe Lenders, following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially Reserve Report Certificate from an Authorized Officer certifying that in all material respects: (i) in the form case of Exhibit F from Reserve Reports prepared by or under the supervision of the engineers of the Borrower or a Responsible Officer certifying thatRestricted Subsidiary, to such Reserve Report has been prepared, except as otherwise specified therein, in accordance with the best of such Responsible Officer’s knowledge: procedures used in the immediately preceding January 1 Reserve Report or the Initial Reserve Reports, if no January 1 Reserve Report has been delivered; (iii) 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, except that with respect the Borrower or another Credit Party has good and defensible title to the projections Borrowing Base Properties evaluated in the such Reserve Report (other than those (x) Disposed of in compliance with Section 10.4 since delivery of such Reserve Report, and (y) with title defects disclosed in writing to the Administrative Agent on or prior to the delivery date thereof) and such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, Borrowing Base Properties are free of all Liens except for Liens permitted by Section 10.2; (ii) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, (iiiiv) except as set forth on an exhibit to the such certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 8.17 with respect to the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that would require the Parent Borrower or any Restricted Subsidiary other Credit Party to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbons, therefor; (ivv) none of the Oil and Gas Borrowing Base Properties of the Loan Parties have been sold Disposed of since the date of the last Reserve Report Borrowing Base determination except those Borrowing Base Properties listed on such certificate as set forth on an exhibit to having been Disposed of; and (vi) the certificatecertificate shall also attach, which exhibit shall list all of the Oil and Gas Properties so sold in such detail as reasonably required by the Administrative Agentschedules thereto, (vA) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the Oil and Gas Borrowing Base Properties evaluated by such Reserve Report that are Mortgaged Properties Collateral and demonstrating that the percentage PV-9 of the value Collateral (calculated at the time of all Oil delivery of such Reserve Report) meets the Collateral Coverage Minimum and Gas Properties evaluated in (B) a description of any minimum volume commitments or deficiency payment obligations estimated (calculated at the time of delivery of such Reserve Report as of and based upon the date of the certificate that the value of such Mortgaged Properties representproduction forecasts therein) to be payable by any Credit Party pursuant to any gathering, processing or transportation agreement.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas PropertyOn or before January 31, and thereafter on April 1 and October 1 of each following year2016, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to the extent that Report, certified by its Chief Financial Officer, evaluating all Oil and Gas Properties and interests owned by a Loan Party owns Oil and Gas Property as each of such date. Any Reserve Report its Subsidiaries which have attributable to be delivered on or before April 1 of each year shall be prepared them Proved Reserves as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year31, 2015. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Reserve Reports shall be prepared by or Engineers under the supervision of the chief engineer appropriate personnel of the Borrower and substantially in accordance with the procedures used in the preceding Reserve Report prepared as of December 31 (if any)Borrower. Each Reserve Report prepared by or under the supervision of the chief engineer In each case, such appropriate personnel of the Borrower shall be certified by the chief engineer also certify that such Reserve Report is true an accurate and based on information that was prepared in good faith based upon assumptions believed to be true and accurate in all material respects reasonable at the time and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if any). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan PartyReport. (b) Each Reserve Report may be supplemented by all such other internal information as the Borrower, the Required Tranche Lenders, or the Administrative Agent, acting reasonably, may request or deem appropriate, including without limitation sufficient internally prepared information to permit the Lenders’ engineering consultants to prepare economic engineering evaluations covering the Oil and Gas Properties. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible its Chief Financial Officer certifying thatthat to his or her knowledge, to the best of such Responsible Officer’s knowledgeafter reasonable investigation, in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except based on information that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were was prepared in accordance with SEC regulationsgood faith based upon assumptions believed to be reasonable at the time, (ii) either a Loan Party or its Subsidiaries owns good and defensible title to the representations Proved Reserves evaluated in such Reserve Report and warranties contained in such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate6.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 4.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent a Loan Party or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, and (iv) none of the Oil Loan Parties’ and Gas Properties of the Loan Parties its Subsidiaries’ Proved Reserves have been sold since the date of the last Reserve Report except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the Oil its Proved Reserves sold and Gas Properties so sold in such detail as reasonably required by the Required Tranche Lenders. Upon the request of the Administrative Agent, (v) attached the Borrower shall attach to the such certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof Closing Date or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 4.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representClosing Date.

Reserve Reports. (a) Beginning on the date that is the later Promptly after January 1st of (i) six (6) months after the acquisition by a Loan Party each calendar year and in any event before April 1st of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Propertyeach calendar year, and thereafter on April 1 and October 1 promptly after July 1st of each following calendar year, commencing July 1, 2011, and in any event before October 1st of each year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report to the extent that a Loan Party owns Oil and Gas Property as of such date. Any Reserve Report to be delivered on or before April 1 January 1st of each year and the Reserve Report delivered in connection with the first redetermination of the Borrowing Base after the Effective Date shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on by Borrower or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared an Approved Petroleum Engineer and audited by one or more Approved Petroleum Engineers. Any other , and the July 1st Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower. In each case, the chief engineer of Borrower shall certify such Reserve Report is based on information that was prepared in good faith based upon assumptions believed to be reasonable at the time and substantially to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, except in connection with the first redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate based on information that was prepared in all material respects good faith based upon assumptions believed to be reasonable at the time and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to ‎Section 2.07(b)(ii) or Section 2.07(b)(iii). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned forty-five (whether in fee or by leasehold45) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying thatthat to his knowledge, to the best of such Responsible Officer’s knowledgeafter reasonable investigation, in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except based on information that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were was prepared in accordance with SEC regulationsgood faith based upon assumptions believed to be reasonable at the time, (ii) the representations Borrower or its Subsidiaries owns good and warranties contained defensible title to the proved Oil and Gas Properties evaluated in Section 7.17(a) remain true such Reserve Report and correct in such Properties are free of all material respects as of the date of such certificateLiens except for Liens permitted by ‎Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in ‎Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the Borrower’s and its Subsidiaries’ proved Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its proved Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof Effective Date or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof Effective Date and (vi) attached to the certificate thereto is a schedule of the proved Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate Borrowing Base that the value of such Mortgaged Properties represent.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on On or before April 1 1st and October 1 1st of each following year, commencing April 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its subsidiaries as of such datethe immediately preceding January 1 and July 1st. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum EngineersEngineers and shall use economic parameters (including but not limited to, hydrocarbon prices, escalation rates, discount rate assumptions, and other economic assumptions) acceptable to Administrative Agent. Any other The July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially shall use economic parameters (including but not limited to hydrocarbon prices, escalation rates, discount rate assumptions, and other economic assumptions) acceptable to Administrative Agent. In addition to the certification required by Section 8.12(c), the chief engineer of the Borrower shall certify that (x) such Reserve Report is true and accurate and is based on information that was prepared in good faith based upon assumptions believed to be reasonable at the time, (y) there are no statements or conclusions in such Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein (it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower’s and its subsidiaries’ and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and its subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate) and (z) such Reserve Report has been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as (or the Initial Reserve Report, in the case of December 31 the January 1, 2018 Reserve Report). (if any). Each b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified certify, in addition to the certification required by the chief engineer to be Section 8.12(c), that (x) such Reserve Report is true and accurate and is based on information that was prepared in all good faith based upon assumptions believed to be reasonable at the time, (y) there are no statements or conclusions in such Reserve Report that are based upon or include materially misleading information or fail to take into account material respects information known to the Borrower regarding the matters reported therein (it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and its subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate) and (z) such Reserve Report has been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as (or the Initial Reserve Report, in the case of December 31 (if anythe January 1, 2018 Reserve Report). Each Reserve Report For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer, substantially in the form of Exhibit F from a Responsible Officer G attached hereto (the “Reserve Report Certificate”), certifying that, to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except respects and based on information that with respect was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the projections time and there are no statements or conclusions in the Reserve ReportReport that are based upon or include materially misleading information or fail to take into account material information known to it regarding the matters reported therein (it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, such Responsible Officer only represents estimates and projections and that the Borrower and its subsidiaries do not warrant that such opinions, estimates and projections were prepared in accordance with SEC regulationswill ultimately prove to have been accurate), (ii) the representations Borrower and warranties contained its subsidiaries own good and defensible title to their respective Proved Oil and Gas Properties evaluated in such Reserve Report and such Oil and Gas Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances Material Gas Imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the Oil and Gas Properties evaluated in such Reserve Report which that would require the Parent Borrower or any Restricted Subsidiary of its subsidiaries to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the Oil and Gas Properties of the Loan Parties have been sold Disposed of since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the Oil and Gas Properties so sold Disposed of by the Borrower and/or any of its subsidiaries, in such detail as reasonably required by the Administrative Agent, and (v) attached to the certificate is a list of all marketing agreements pursuant to which the Borrower and/or any of its subsidiaries receives gross consideration of at least 5.00% of the aggregate consideration received by the Borrower and its subsidiaries under all such agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is Report, a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresent compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties constituting Proved Reserves of the Borrower and its Restricted Subsidiaries as of such datethe immediately preceding January 1st and July 1st that the Borrower desires to have included in the calculation of the Borrowing Base. Any Reserve Report to be delivered In addition, on or before April 1 any December 1st or June 1st, as applicable, immediately preceding any Optional Scheduled Redetermination Date, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties that constitute Proved Reserves of each year shall be prepared the Borrower and its Restricted Subsidiaries with an “as of” date that is three months prior to the applicable Optional Scheduled Redetermination Date (or otherwise reasonably acceptable to the Administrative Agent) that the Borrower desires to have included in the calculation of the Borrowing Base. The Reserve Report as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any , and each other Reserve Reports Report required hereunder shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower or its Subsidiaries who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned forty-five (whether in fee or by leasehold45) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders (i) a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (iA) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct and is based on information prepared in all material respectsgood faith based on assumptions believed to be reasonable at the time, except that with respect (B) subject to Immaterial Title Deficiencies, the Borrower or its Restricted Subsidiaries owns good and defensible title to the projections Proved Reserves of the Borrower and its Restricted Subsidiaries evaluated in such Reserve Report and such Properties are free of all Liens except for Excepted Liens and Liens securing the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationsSecured Obligations, (ii) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, (iiiC) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (ivD) none of the their Oil and Gas Properties of the Loan Parties constituting Proved Reserves have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the such Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (vE) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (viF) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresent in compliance with Section 8.14(a), and (ii) a report setting forth, for each calendar month during the then current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Proved Reserves of the Borrower and its Restricted Subsidiaries, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month. In addition, the Borrower shall provide to the Administrative Agent a report referred to in the foregoing clause (ii) upon the reasonable request of the Administrative Agent, provided that the Administrative Agent may not request such a report more than two times in any 12-month period.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas PropertyOn or before March 1, and thereafter on April June 1, September 1 and October December 1 of each following year, commencing June 1, 2019, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries as of January 1st, April 1st, July 1st and October 1st, respectively, of such date. Any Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any The Reserve Report to be delivered on or before October Reports due June 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of and December 31 1 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the Reserve Reports Report due March 1 and September 1 of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the preceding Reserve Report most recently prepared by the Approved Petroleum Engineers; provided that, during the continuance of a Default or an Event of Default, upon request by the Administrative Agent delivered not less than forty-five (45) days prior to the due date thereof, all Reserve Reports required to be delivered under this Agreement during the pendency of one or more Defaults or Events of Default shall be prepared by one or more Approved Petroleum Engineers. (1) Administrative Agent (at the direction of the Majority Lenders) shall have the right to request two interim Reserve Reports per fiscal year and (2) Borrower shall have the right to request one interim Reserve Report per fiscal year, to determine the Asset Coverage Ratio as of December 31 such date of determination (if anyan “Interim Request”). Each In the event of an Interim Asset Coverage Ratio Test Date, on or prior to fifteen (15) days following the Borrower’s receipt of such Interim Request by the Administrative Agent, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report Report, subject to the proviso in Section 5.13(a), prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report most recently prepared as of December 31 (if any)by the Approved Petroleum Engineers. Each Reserve Report For any Interim Request by the Administrative Agent, the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in from its principal executive officer or the form of Exhibit F from a Responsible Officer principal financial officer certifying that, that to the best of such Responsible Officer’s knowledgehis or her knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) based on information presented in such Reserve Report, the representations Borrower and warranties contained its Subsidiaries own good and Defensible Title to the proved Oil and Gas Properties evaluated in Section 7.17(a) remain true and correct in all material respects as such Reserve Report (other than those disposed of since the date of the Reserve Report as permitted by this Agreement and other than leases that have expired in accordance with their terms) and such certificateProperties are free of all Liens except for Liens permitted under Section 7.2, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 4.22 with respect to the its proved Oil and Gas Properties evaluated in such Reserve Report which would require the Parent or any Restricted Subsidiary Borrower and its Subsidiaries to deliver Hydrocarbons either generally or produced from such proved Oil and transfer ownership Gas Properties at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their proved Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Asset Coverage Ratio Test Date except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its proved Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would and its Subsidiaries could reasonably be expected to have been obligated to list on Schedule 7.20 4.23 had such agreement been in effect on the date hereof and hereof, (vi) attached thereto is a description of any minimum volume commitments or deficiency payment obligations estimated (calculated at the time of delivery of such Reserve Report and based upon the production forecasts therein) to the certificate be payable by any Loan Party pursuant to any gathering, processing or transportation agreement, (vii) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties Property and demonstrating the percentage of the present value of all the proved Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representProperty represent in compliance with Section 5.15, and (viii) a calculation of the Asset Coverage Ratio and Asset Coverage Ratio (PDP), together with such supporting information as the Administrative Agent may reasonably request.

Reserve Reports. (a) Beginning on Deliver to the date that is Lender no later than February 1, 2000, and each February 1 thereafter during the later term of this Agreement and, upon request, in conjunction with any Unscheduled Redetermination, engineering reports prepared by an independent third party engineer approved by Lender (iand/or such other appropriate information acceptable to Lender) six (6) months after the acquisition by a Loan Party of any covering or pertaining to Borrower's Oil and Gas Property Properties in form and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 of each following year, the Borrower shall furnish substance acceptable to the Administrative Agent and the Lenders a Reserve Report to the extent that a Loan Party owns Oil and Gas Property as of such date. Any Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Reserve Reports shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if any). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan Party. (b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledge: Lender setting forth (i) the information contained in the Reserve Report proven producing and any other information delivered in connection therewith is true proven non-producing oil and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, gas reserves (iiseparately classified as such) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances or other prepayments made to the Parent or any Restricted Subsidiary with respect attributable to the Oil and Gas Properties evaluated in such as of each January 1 of each year for which the Reserve Report which would require Reports are furnished, (ii) the Parent or any Restricted Subsidiary aggregate present value determined on the basis of stated pricing assumptions, of the future net income with respect to deliver and transfer ownership at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having Properties, discounted at a value stated per annum discount rate of proven and producing reserves, and (based iii) projections of the annual rate of production, gross income and net income with respect to such proven and producing reserves. (b) The report provided pursuant to this Section 6.4 shall ----------- be submitted to the Lender together with additional data as the Lender may reasonably request concerning pricing, quantities of production from the Oil and Gas Properties, purchasers of production and engineering and geological data. By August 1 of each year and, upon request, in conjunction with Unscheduled Redeterminations, Borrower shall provide Lender with such other reserve information as Lender may reasonably request to complete its semi annual redetermination of the Borrowing Base, Monthly Borrowing Base Reduction, and Half Life of the Borrower's Oil and Gas Properties. (c) In conjunction with the Reserve Report, Borrower shall furnish Lender a report on current prices) the status of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons, (iv) none all gas balancing affecting any of the Oil and Gas Properties Properties. Section 8.1 of the Loan Parties have been sold since the date Agreement, Indebtedness, is hereby amended and ------------ restated in its entirety in order to permit certain of the last Reserve Report except Borrower's obligations to INDCO, L.L.C. as set forth on an exhibit to the certificate, which exhibit shall list all of the Oil and Gas Properties so sold in such detail a permitted indebtedness as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties represent.follows:

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1, 2009, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its Restricted Subsidiaries as of such datethe immediately preceding January 1st and July 1st, respectively, located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America). Any The Reserve Report to be delivered on or before April as of January 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Reserve Reports shall be prepared by or under the supervision of the chief engineer of the Borrower (provided that at least 80% of Proved Reserves, on a volumetric basis, evaluated therein shall have been audited by one or more Approved Petroleum Engineers) and substantially the July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall in each case certify (1) there are no statements or conclusions in such Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in any Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate, and (2) to have been prepared in accordance with the procedures used in the preceding Initial Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer, in substantially in the form of Exhibit F from a Responsible Officer G hereto (the “Reserve Report Certificate”), certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i3) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respectscorrect, except that with respect (4) the Borrower or its Restricted Subsidiaries owns good and defensible title to the projections Oil and Gas Properties evaluated in the such Reserve Report, Report and such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationsProperties are free of all Liens except for Liens permitted by Section 9.03, (ii) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, (iii5) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv6) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v7) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) 8) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the Proved Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties represent.

Reserve Reports. (a) Beginning on On or before March 1st and September 1st of each year, commencing March 1, 2006, the date that is Borrower shall furnish to the later Administrative Agent and the Lenders a Reserve Report. The Reserve Report as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the July 1 Reserve Report of each year (and the September Reserve Report) shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify (i) six (6) months after there are no statements or conclusions in such Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the acquisition by a Loan Party of any matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Property Properties and production and cost estimates contained in any Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate, and (ii) October to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 of each following yearInterim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to the extent that a Loan Party owns Oil and Gas Property as of such date. Any Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Reserve Reports shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding who shall certify such Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) the representations Borrower or its Restricted Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.19 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate Borrowing Base that the value of such Mortgaged Properties representcomplies with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1st, 2011, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to the extent that a Loan Party owns Oil and Gas Property as of such datethe immediately preceding January 1 or July 1, as applicable. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other petroleum engineers reasonably acceptable to the Administrative Agent and the July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of EV Management who shall certify, on behalf of the Borrower, such Reserve Report to be based upon reasonable assumptions and estimates in light of the facts and circumstances known to the Borrower at the time such Reserve Report was prepared and substantially to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of EV Management who shall certify, on behalf of the Borrower, such Reserve Report to be based upon reasonable assumptions and estimates in light of the facts and circumstances known to the Borrower shall be certified by at the chief engineer to be true and accurate in all material respects time such Reserve Report was prepared and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true based upon reasonable assumptions and correct estimates in all material respects, except that with respect light of the facts and circumstances known to the projections in Borrower at the time such Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationsReport was prepared, (ii) the representations Borrower or its Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require the Parent Borrower or any Restricted Subsidiary of its Subsidiaries to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of evaluated in the Loan Parties previous Reserve Report have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the such Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which that the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the present value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties represent.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on On or before April 1 1st and October 1 1st of each following year, commencing April 1, 2020, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Loan Parties as of such datethe immediately preceding January 1st and July 1st, respectively. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) that there are no statements or conclusions in the Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Loan Parties and production and cost estimates contained in the Reserve Report are necessarily based upon professional opinions, estimates and any other information delivered in connection therewith is true projections and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents Loan Parties do not warrant that such opinions, estimates and projections were prepared in accordance with SEC regulationswill ultimately prove to have been accurate, (ii) each Loan Party owns Good and Defensible Title to the representations Oil and warranties contained Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent or any Restricted Subsidiary Loan Party to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof hereof, and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the proved Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresents in compliance with Section 8.13(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on On or before April 1 1st and October 1 1st of each following year, commencing April 1, 2011, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns proved Oil and Gas Property Properties of the Borrower and its Domestic Subsidiaries as of such datethe immediately preceding January 1st and July 1st located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America). Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding Borrower, which shall certify such Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if any). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan PartyReport. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by the Borrower, which shall certify such Reserve Report to be true and accurate and to have been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F Reserve Report Certificate from a Responsible Officer certifying Index that, to the best of such Responsible Officer’s knowledge: (i) there are no statements or conclusions in any Reserve Report or in any information delivered in connection therewith which are based upon or include materially misleading information of a material fact or fail to take into account material information regarding the information material matters reported therein (it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries and production and cost estimates contained in the such Reserve Report and any in other information delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that no warranty is true and correct in all material respects, except that made with respect to the projections in the Reserve Reportsuch opinions, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationsestimates and projections), (ii) except as set forth in an exhibit to such certificate, the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as Borrower or any of the date Restricted Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of such certificateall Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the such certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the Oil and Gas Properties of the Loan Parties Borrower and the Restricted Subsidiaries evaluated in the immediately preceding Reserve Report have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the such Oil and Gas Properties that have been so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the such certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report Certificate which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties represent.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing March 1, 2022, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns proved Oil and Gas Property Properties of the Loan Parties as of such datethe immediately preceding January 1st and July 1st, respectively. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the July 1 Reserve Reports Report of each year shall be prepared by one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(c). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except it being understood and agreed that with respect projections concerning volumes attributable to the projections Oil and Gas Properties of the Loan Parties and production and cost estimates contained in the Reserve ReportReport are necessarily based upon professional opinions, such Responsible Officer only represents estimates and projections and that the Loan Parties do not warrant that such opinions, estimates and projections were prepared in accordance with SEC regulationswill ultimately prove to have been accurate, (ii) except as set forth on an exhibit to the representations certificate, the Loan Parties own good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, to the extent the Loan Parties take Hydrocarbons attributable or allocable to their Oil and Gas Properties in-kind, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent or any Restricted Subsidiary Loan Party to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbons, therefor; (iv) none of to the extent Loan Parties take Hydrocarbons attributable or allocable to their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report except as set forth on an exhibit to the certificatein-kind, which exhibit shall list all of the Oil and Gas Properties so sold in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof Effective Date or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof Effective Date and (viv) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that the total value of such Mortgaged Properties as a percentage of the total value of all the total proved Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representis in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Credit Parties as of such datethe immediately preceding January 1st and July 1st. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any , and each other Reserve Reports Report required hereunder shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially who shall certify such Reserve Report to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer to be true and accurate in all material respects and certify such Reserve Report to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property later than thirty (30) days following the receipt of such request (or, in the case of an Interim Redetermination requested by the Borrower, such other than those directly owned (whether in fee or by leasehold) by a Loan Partydate as the Administrative Agent may agree). (bc) With the delivery of each such Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially of the Borrower confirming that in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgeall material respects: (i) the Parent and the Borrower acted in good faith and utilized reasonable assumptions at the time such information contained was furnished in the preparation of such Reserve Report and any other that to their knowledge there are no statements or conclusions in such Reserve Report which are based upon or include material misleading information delivered in connection therewith is true and correct in all or fail to take into account material respects, except that with respect information known to them regarding the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationsmatters reported therein, (ii) the representations Parent or its Restricted Subsidiaries own good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report as required in this Agreement and such Properties are free of all Liens except Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the Parent’s or any Restricted Subsidiary’s Proved Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Proved Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and hereof, (vi) attached to the certificate thereto is a schedule of the Proved Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating which sets out the percentage of the total value of all the Proved Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate and demonstrates that the total value of such Mortgaged Proved Oil and Gas Properties representis in compliance with Section 8.14(a), and (vii) to the extent, if any, that any Oil and Gas Properties included in such report are owned by a Credit Party that is not a Qualified ECP Counterparty, such Credit Party and such Oil and Gas Properties are specified in such report.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1, 2010, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its Subsidiaries as of such datethe immediately preceding January 1st and July 1st. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationscorrect, (ii) the representations Borrower or its Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresent in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning During a Borrowing Base Trigger Period, on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil or before May 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 15th of each following year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating, in the case of each May 1st Reserve Report as of the immediately preceding January 1st and in the case of each September 15th Reserve Report as of the immediately preceding July 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 extent United States of America) that a Loan Party owns Oil and Gas Property as the Borrower desires to have included in any calculation of the Borrowing Base; provided that the first such date. Any Reserve Report required to be delivered on under this Section 9.13(a) will evaluate such Proved Reserves as of the first January 1st or before April 1 of each year shall July 1st to occur after the Initial Determination Date. Each May 1st Reserve Report will be prepared as of December 31 by an Approved Petroleum Engineer with respect to at least 50% of the prior yearaggregate volumes of the Borrowing Base Properties. Any Each September 15th Reserve Report to be delivered on or before October 1 of each year shall will be prepared by or under the supervision of the Borrower’s chief engineer, certified by an Authorized Officer of the Borrower as to the accuracy and completeness thereof (each an “Internal Reserve Report”). [CREDIT AGREEMENT] (b) In the event of June 30 of that year. Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Reserve Reports shall be prepared Engineers or by or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer Borrower. For any Interim Redetermination pursuant to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anySection 2.14(b). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan Party. (b) With the delivery of each Reserve Report, the Borrower shall provide such Reserve Report as soon as possible, but in any event no later than sixty (60) days following the receipt of a request for an Interim Redetermination with an “as of” date as of the most recent month ending prior to the request. (c) Upon a Borrowing Base Trigger Event, promptly upon the Borrower’s receipt of the Bank Price Deck, but in any event no later than sixty (60) days following the receipt of such Bank Price Deck, the Borrower shall prepare and furnish to the Administrative Agent and an Internal Reserve Report using the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, most recent quarter-end data available to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report Borrower and any covering, among other information delivered in connection therewith is true and correct in all material respectsproperties, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances or other prepayments made to the Parent or any Restricted Subsidiary with respect to the Oil and Gas Properties evaluated proposed to be the Borrowing Base Properties (but with a stand-alone report covering only the Borrowing Base Properties to the extent other properties are included in such Internal Reserve Report which would require the Parent Report). (d) During a Borrowing Base Trigger Period, on or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons, (iv) none of the Oil and Gas Properties of the Loan Parties have been sold since before the date of delivery to the last Administrative Agent of each Reserve Report except as set forth on an exhibit required by Section 9.13(a), the Borrower will use commercially reasonable efforts to the certificatedeliver, which exhibit shall list all of the Oil and Gas Properties so sold in such detail as reasonably required if requested by the Administrative Agent, (v) attached to title information consistent with usual and customary standards for the certificate is a list geographic regions in which the Borrowing Base Properties are located, taking into account the size, scope and number of all marketing agreements entered into subsequent to the later leases and ▇▇▇▇▇ of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated and its Restricted Subsidiaries, provided that with respect to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the any Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating for which title information reasonably acceptable to the percentage of Administrative Agent was provided prior to the value of all Oil and Gas Properties evaluated in such Reserve Report as of Closing Date, the date of the certificate that the value of such Mortgaged Properties representBorrower shall be under no obligation to provide additional title information during a Borrowing Base Trigger Period.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1, 2019, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its subsidiaries as of such datethe immediately preceding December 31 and June 30th. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum EngineersEngineers and shall use economic parameters (including but not limited to, hydrocarbon prices, escalation rates, discount rate assumptions, and other economic assumptions) acceptable to Administrative Agent. Any other The June 30 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially shall use economic parameters (including but not limited to hydrocarbon prices, escalation rates, discount rate assumptions, and other economic assumptions) acceptable to Administrative Agent. In addition to the certification required by Section 8.12(c), the chief engineer of the Borrower shall certify that (x) such Reserve Report is true and accurate and is based on information that was prepared in good faith based upon assumptions believed to be reasonable at the time, (y) there are no statements or conclusions in such Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein (it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower’s and its subsidiaries’ and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and its subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate) and (z) such Reserve Report has been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report prepared as (or the Initial Reserve Report, in the case of the December 31 31, 2019 Reserve Report). (if any). Each b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified certify, in addition to the certification required by the chief engineer to be Section 8.12(c), that (x) such Reserve Report is true and accurate and is based on information that was prepared in all good faith based upon assumptions believed to be reasonable at the time, (y) there are no statements or conclusions in such Reserve Report that are based upon or include materially misleading information or fail to take into account material respects information known to the Borrower regarding the matters reported therein (it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and its subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate) and (z) such Reserve Report has been prepared substantially in accordance with the procedures used in the immediately preceding December 31 Reserve Report prepared as (or the Initial Reserve Report, in the case of the December 31 (if any31, 2019 Reserve Report). Each Reserve Report For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer, substantially in the form of Exhibit F from a Responsible Officer G attached hereto (the “Reserve Report Certificate”), certifying that, to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except respects and based on information that with respect was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the projections time and there are no statements or conclusions in the Reserve ReportReport that are based upon or include materially misleading information or fail to take into account material information known to it regarding the matters reported therein (it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, such Responsible Officer only represents estimates and projections and that the Borrower and its subsidiaries do not warrant that such opinions, estimates and projections were prepared in accordance with SEC regulationswill ultimately prove to have been accurate), (ii) the representations Borrower and warranties contained its subsidiaries own good and defensible title to their respective Proved Oil and Gas Properties evaluated in such Reserve Report and such Oil and Gas Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances Material Gas Imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the Oil and Gas Properties evaluated in such Reserve Report which that would require the Parent Borrower or any Restricted Subsidiary of its subsidiaries to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the Oil and Gas Properties of the Loan Parties have been sold Disposed of since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the Oil and Gas Properties so sold Disposed of by the Borrower and/or any of its subsidiaries, in such detail as reasonably required by the Administrative Agent, and (v) attached to the certificate is a list of all marketing agreements pursuant to which the Borrower and/or any of its subsidiaries receives gross consideration of at least 5.00% of the aggregate consideration received by the Borrower and its subsidiaries under all such agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof Report, and (vi) attached to the certificate is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresent compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing March 1st, 2007, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to the extent that a Loan Party owns Oil and Gas Property as of such datethe immediately preceding January 1 or July 1, as applicable. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other petroleum engineers reasonably acceptable to the Administrative Agent and the July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of EV Management who shall certify, on behalf of the Borrower, such Reserve Report to be based upon reasonable assumptions and estimates in light of the facts and circumstances known to the Borrower at the time such Reserve Report was prepared and substantially to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of EV Management who shall certify, on behalf of the Borrower, such Reserve Report to be based upon reasonable assumptions and estimates in light of the facts and circumstances known to the Borrower shall be certified by at the chief engineer to be true and accurate in all material respects time such Reserve Report was prepared and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgethat in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true based upon reasonable assumptions and correct estimates in all material respects, except that with respect light of the facts and circumstances known to the projections in Borrower at the time such Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationsReport was prepared, (ii) the representations Borrower or its Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the their Oil and Gas Properties evaluated in such Reserve Report which that would require the Parent Borrower or any Restricted Subsidiary of its Subsidiaries to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of evaluated in the Loan Parties previous Reserve Report have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the such Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which that the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the present value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties represent.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on On or before April 1 1st and October 1 1st of each following year, commencing October 1, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its Subsidiaries as of such datethe immediately preceding January 1st and July 1st, respectively. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report prepared as by an Approved Petroleum Engineer. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anyby an Approved Petroleum Engineer. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an "as of" date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except it being understood that with respect each Reserve Report is necessarily based upon professional opinions, estimates and projections, and the Borrower does not warrant that the same will prove to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulationsbe accurate, (ii) the representations Borrower or its Subsidiaries own good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances Material Gas Imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except Hydrocarbons sold in the ordinary course and other Oil and Gas Properties as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so (other than Hydrocarbons sold in the ordinary course of business) sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and hereof, (vi) attached to the certificate is a list of the names and addresses of the purchasers which accounted for at least 75% of the total natural gas and oil revenues of the Borrower and its Subsidiaries during the 12‑month period ended as of the immediately preceding December 31 or June 30, as applicable and (vii) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of all the proved Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties representrepresent in compliance with Section 8.14(a). (d) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders an engineering update based upon then-current SEC pricing (an "SEC Report"). Borrower may (but is not obligated to) provide additional SEC Reports to Administrative Agent and the Lenders not more than one time during each fiscal quarter.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1, 2010, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its Subsidiaries as of such datethe immediately preceding January 1 and July 1. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the June 30 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate in all material respects, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that neither the Parent, the Borrower, the Subsidiaries nor such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been accurate, and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects respects, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that neither the Parent, the Borrower, the Subsidiaries nor such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been accurate, and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except it being understood that with respect projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections in and that neither the Reserve ReportParent, the Borrower, the Subsidiaries nor such Responsible Officer only represents warrants that such opinions, estimates and projections were prepared in accordance with SEC regulationswill ultimately prove to have been accurate, (ii) the representations Borrower or the Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties (as defined in subsections (a), (b), (c), (d) and (e) of the Loan Parties definition thereof) have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so (as defined in subsections (a), (b), (c), (d) and (e) of the definition thereof) sold and in such detail as reasonably required by the Administrative Agent; provided that, this clause (iv) shall not apply to the sale of oil that would not otherwise be included in such certificate but for the fact that it has been stored in tanks in the ordinary course of business for a short period of time pending collection and sale, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the total proved value of such Mortgaged Properties representrepresent in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil On or before March 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 1st of each following year, commencing September 1, 2013, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and its Subsidiaries as of such datethe immediately preceding January 1 and July 1. Any The Reserve Report to be delivered on or before April as of January 1 of each year shall be comprised of (i) a report prepared as of December 31 by one or more Approved Petroleum Engineers with regards to not less than 80% of the prior year. Any total value of the Oil and Gas Properties of the Borrower and its Subsidiaries and (ii) a report on the remainder of the Oil and Gas Properties of the Borrower and its Subsidiaries prepared by or under the supervision of the chief engineer of the Borrower who shall certify that such portion of such Reserve Report (x) is true and correct in all material respects, and (y) has been prepared in accordance with the procedures used to be delivered on or before October 1 prepare the portion of each year shall be prepared as of June 30 of that year. Each such Reserve Report prepared as of December 31 of each year shall be that was prepared by one or more Approved Petroleum Engineers. Any other The July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report (x) to be true and substantially accurate in all material respects and (y) to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For purposes of this Section 8.12(a), with respect to any Reserve Report (or portion thereof) prepared as by or under the supervision of December 31 the chief engineer of the Borrower, it is understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that none of the Parent, OP LLC, the Borrower, the Subsidiaries or such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been accurate. (if any). Each b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects respects, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that none of the Parent, OP LLC, the Borrower, the Subsidiaries or such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been accurate, and to have been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether in fee or by leasehold30) by a Loan Partydays following the receipt of such request. (bc) With No later than (x) March 15 in the delivery case of each the Reserve ReportReport required to be delivered on or prior to March 1, (y) September 15 in the case of the Reserve Report required to be delivered on or prior to September 1 and (z) fifteen days after any Reserve Report delivered pursuant to Section 8.12(b), the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, except it being understood that with respect projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections in and that none the Reserve ReportParent, OP LLC, the Borrower, the Subsidiaries or such Responsible Officer only represents warrants that such opinions, estimates and projections were prepared in accordance with SEC regulationswill ultimately prove to have been accurate, (ii) the representations Borrower or the Subsidiaries owns good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true and correct in all material respects as of the date of such certificate9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties (as defined in subsections (a), (b), (c), (d) and (e) of the Loan Parties definition thereof) have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Oil and Gas Properties so (as defined in subsections (a), (b), (c), (d) and (e) of the definition thereof) sold and in such detail as reasonably required by the Administrative Agent; provided that, this clause (iv) shall not apply to the sale of oil that would not otherwise be included in such certificate but for the fact that it has been stored in tanks in the ordinary course of business for a short period of time pending collection and sale, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the total proved value of such Mortgaged Properties representrepresent in compliance with Section 8.14(a).

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on On or before April 1 1st and October 1 1st of each following year, commencing April 1, 2010, the Borrower shall furnish to the Administrative Agent and (for distribution to the Lenders Lenders) a Reserve Report to evaluating the extent that a Loan Party owns Oil and Gas Property Properties of the Borrower and the Guarantors as of such datethe immediately preceding January 1st and July 1st. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 1st of each year shall be prepared by one or more Approved Petroleum Engineers. Any other , and the Reserve Reports Report to be delivered on or before October 1st of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and substantially accurate and to have been prepared in accordance with the procedures used in the immediately preceding April 1 Reserve Report. (b) In the event of any Interim Redetermination of the Borrowing Base under the Senior Revolving Credit Agreement, the Borrower shall furnish to the Administrative Agent (for distribution to the Lenders) a copy of the Reserve Report prepared as of December 31 (if any). Each Reserve Report provided to the Senior Administrative Agent in connection with such Interim Redetermination, which shall be prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding April 1 Reserve Report prepared as of December 31 (if any). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan PartyReport. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and (for distribution to the Lenders Lenders) a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgein all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct (it being understood that projections concerning volumes and production and cost estimates contained in all material respectssuch report are necessarily based upon professional opinions, except that with respect to the estimates and projections in the Reserve Report, upon which such Responsible Officer only represents that Person is relying when making such projections were prepared in accordance with SEC regulationscertifications), (ii) the representations Borrower or the Guarantors own good and warranties contained defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 7.17(a) remain true 9.03 (subject to receipt of assignments from ExxonMobil under farmout agreements which are not more than twelve months past first production and correct in subject to receipt of assignments from all material respects as of the date of such certificateother farmors under farmout agreements which are not more than six months past first production), (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary of the Guarantors to deliver and transfer ownership at some future time of volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 at some future time without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report determination of the Borrowing Base under the Senior Revolving Credit Agreement except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the such Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would could reasonably be expected to have been obligated to list on Schedule 7.20 7.19 had such agreement been in effect on the date hereof and hereof, (vi) attached to the certificate thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that the percentage Engineered Value of the value such Oil and Gas Properties represents at least 80% (by value) of all Oil and Gas Properties of the Credit Parties evaluated in such the Reserve Report as delivered to the Administrative Agent most recently prior to the Reserve Report attached to such certificate and (vii) attached to the certificate is a list of all farmout agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report prior to the Reserve Report attached to such certificate. Promptly after the request of the Administrative Agent, the Borrower will deliver to the Administrative Agent true and correct copies of any Material Farmout Agreement listed on the certificate that described in the value of such Mortgaged Properties representimmediately preceding sentence.

Reserve Reports. (a) Beginning During a Borrowing Base Trigger Period, on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil or before May 1st and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on April 1 and October 1 September 15th of each following year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating, in the case of each May 1st Reserve Report as of the immediately preceding January 1st and in the case of each September 15th Reserve Report as of the immediately preceding July 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 extent United States of America) that a Loan Party owns Oil and Gas Property as the Borrower desires to have included in any calculation of the Borrowing Base; provided that the first such date. Any Reserve Report required to be delivered on under this Section 9.13(a) will evaluate such Proved Reserves as of the first January 1st or before April 1 of each year shall July 1st to occur after the Initial Determination Date. Each May 1st Reserve Report will be prepared as of December 31 by an Approved Petroleum Engineer with respect to at least 50% of the prior yearaggregate volumes of the Borrowing Base Properties. Any Each September 15th Reserve Report to be delivered on or before October 1 of each year shall will be prepared by or under the supervision of the Borrower’s chief engineer, certified by an Authorized Officer of the Borrower as to the accuracy and completeness thereof (each an “Internal Reserve Report”). (b) In the event of June 30 of that year. Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. Any other Reserve Reports shall be prepared Engineers or by or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding Reserve Report prepared as of December 31 (if any). Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer Borrower. For any Interim Redetermination pursuant to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31 (if anySection 2.14(b). Each Reserve Report shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan Party. (b) With the delivery of each Reserve Report, the Borrower shall provide such Reserve Report as soon as possible, but in any event no later than sixty (60) days following the receipt of a request for an Interim Redetermination with an “as of” date as of the most recent month ending prior to the request. (c) Upon a Borrowing Base Trigger Event, promptly upon the Borrower’s receipt of the Bank Price Deck, but in any event no later than sixty (60) days following the receipt of such Bank Price Deck, the Borrower shall prepare and furnish to the Administrative Agent and an Internal Reserve Report using the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, most recent quarter-end data available to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report Borrower and any covering, among other information delivered in connection therewith is true and correct in all material respectsproperties, except that with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the representations and warranties contained in Section 7.17(a) remain true and correct in all material respects as of the date of such certificate, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances or other prepayments made to the Parent or any Restricted Subsidiary with respect to the Oil and Gas Properties evaluated proposed to be the Borrowing Base Properties (but with a stand-alone report covering only the Borrowing Base Properties to the extent other properties are included in such Internal Reserve Report which would require the Parent Report). (d) During a Borrowing Base Trigger Period, on or any Restricted Subsidiary to deliver and transfer ownership at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons, (iv) none of the Oil and Gas Properties of the Loan Parties have been sold since before the date of delivery to the last Administrative Agent of each Reserve Report except as set forth on an exhibit required by Section 9.13(a), the Borrower will use commercially reasonable efforts to the certificatedeliver, which exhibit shall list all of the Oil and Gas Properties so sold in such detail as reasonably required if requested by the Administrative Agent, (v) attached to title information consistent with usual and customary standards for the certificate is a list geographic regions in which the Borrowing Base Properties are located, taking into account the size, scope and number of all marketing agreements entered into subsequent to the later leases and ▇▇▇▇▇ of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated and its Restricted Subsidiaries, provided that with respect to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the any Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating for which title information reasonably acceptable to the percentage of Administrative Agent was provided prior to the value of all Oil and Gas Properties evaluated in such Reserve Report as of Closing Date, the date of the certificate that the value of such Mortgaged Properties representBorrower shall be under no obligation to provide additional title information during a Borrowing Base Trigger Period.

Reserve Reports. (a) Beginning on the date that is the later of (i) six (6) months after the acquisition by a Loan Party of any Oil and Gas Property and (ii) October 1 of the year in which a Loan Party acquires an Oil and Gas Property, and thereafter on On or before April 1 1st and October 1 1st of each following year, commencing April 1st, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report to evaluating the extent that a Loan Party owns Proved Oil and Gas Property Properties of the Credit Parties that are Qualified ECP Guarantors as of such datethe immediately preceding January 1st and July 1st. Any The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. Any Reserve Report to be delivered on or before October January 1 of each year shall be prepared as of June 30 of that year. Each Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers; provided, that the Reserve Report to be prepared as of January 1, 2017 may be prepared by the Borrower with respect to not more than ten percent (10%) of the value of the Proved Oil and Gas Properties so long as such portion of the Reserve Report is audited by an Approved Petroleum Engineer. Any other The July 1 Reserve Reports Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify that (x) such Reserve Report is based on information that was prepared in good faith based upon assumptions believed to be reasonable at the time, (y) there are no statements or conclusions in such Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein (it being understood that projections concerning volumes attributable to the Oil and substantially Gas Properties of the Borrower and its Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate) and (z) such Reserve Report has been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as Report. (b) In the event of December 31 (if any). Each an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall be certified by the chief engineer certify that (x) such Reserve Report is based on information that was prepared in good faith based upon assumptions believed to be true reasonable at the time, (y) there are no statements or conclusions in such Reserve Report which are based upon or include materially misleading information or fail to take into account material information known to the Borrower regarding the matters reported therein (it being understood that projections concerning volumes attributable to the Oil and accurate Gas Properties of the Borrower and its Subsidiaries and production and cost estimates contained in all material respects each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and its Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate) and (z) such Reserve Report has been prepared substantially in accordance with the procedures used in the immediately preceding January 1 Reserve Report prepared as of December 31 (if anyReport. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b). Each Reserve Report , the Borrower shall identify which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in provide such Reserve Report and with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no Reserve Report shall evaluate any Oil and Gas Property other later than those directly owned thirty (whether 30) days (or, solely in fee or the case of Interim Redeterminations requested by leaseholdthe Borrower, such longer period of time as may be reasonably acceptable to the Administrative Agent) by a Loan Partyfollowing the receipt of such request. (bc) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledgein all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true based on information that was prepared in good faith based upon assumptions believed to be reasonable at the time and correct in all material respects, except that with respect to the projections there are no statements or conclusions in the Reserve ReportReport which are based upon or include materially misleading information or fail to take into account material information known to it regarding the matters reported therein (it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, such Responsible Officer only represents estimates and projections and that the Borrower and its Subsidiaries do not warrant that such opinions, estimates and projections were prepared in accordance with SEC regulationswill ultimately prove to have been accurate), (ii) the representations Borrower or its Subsidiaries owns good and warranties contained defensible title to the Proved Oil and Gas Properties evaluated in Section 7.17(a) remain true such Reserve Report and correct in such Properties are free of all material respects as of Liens except for Excepted Liens and Liens securing the date of such certificateIndebtedness, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances imbalances, take or pay or other prepayments made to in excess of the Parent or any Restricted Subsidiary volume specified in Section 7.18 with respect to the its Proved Oil and Gas Properties evaluated in such Reserve Report which would require the Parent Borrower or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from such Proved Oil and transfer ownership Gas Properties at some future time of volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $5,000,000 without then or thereafter receiving full payment therefor at the time of delivery of those Hydrocarbonstherefor, (iv) none of the their Proved Oil and Gas Properties of the Loan Parties have been sold since the date of the last Reserve Report Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of the its Proved Oil and Gas Properties so sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report as of the date of the certificate that the value of such Mortgaged Properties represent.,