Common use of Reserve Reports Clause in Contracts

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

Appears in 8 contracts

Sources: Senior Secured Credit Agreement (Phoenix Energy One, LLC), Senior Secured Credit Agreement (Phoenix Energy One, LLC), Senior Secured Credit Agreement (Phoenix Energy One, LLC)

Reserve Reports. (a) On or before March January 1 and July 1 of each year (beginning March year, commencing July 1, 2025)2017, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Company Borrower and its Subsidiaries as of the immediately preceding January October 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. Reserve Report due January 1) and April 1 (b) On or before June with respect to the Reserve Report due July 1, September 1 and December ). The Reserve Report due January 1 of each year (beginning December 1shall be prepared by one or more Approved Petroleum Engineers, 2024), and the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, due July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) of each year shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall most recently prepared by the Approved Petroleum Engineers; provided, however, that the Reserve Report due July 1, 2017 may be adjusted to reflect the production levels since the delivery prepared by one or more Approved Petroleum Engineers in lieu of the most recent Reserve Report (including foregoing requirement by the removal chief engineer of any cash flows attributable the Borrower. Additionally, on or before October 1, 2017 and April 1, 2018, the Borrower shall furnish to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Administrative Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Company Borrower and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable 2017 (a “Replacement with respect to the Reserve Report”Report due October 1, 2017) and January 1, 2018 (with respect to the Reserve Report due April 1, 2018). The Reserve Reports due September 1, 2017 and April 1, 2018 shall be prepared by one or more Approved Petroleum Engineers acceptable to under the Administrative Agent, so long as supervision of the chief engineer of the Borrower who shall certify such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report to be true and accurate and to have been prepared in accordance with the terms hereof. To procedures used in the extent a Replacement Reserve Report is delivered either most recently prepared by the Approved Petroleum Engineers. (ib) after In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Compliance Certificate is delivered during a Disputed Reserve Report Period prepared by or (ii) after a Compliance Certificate is delivered which includes calculations derived, 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 any part, from accordance with the values included procedures used in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either casemost recently prepared by the Approved Petroleum Engineers. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.4(b), the Company Borrower shall deliverprovide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, promptly following (and but in any event within two no later than thirty (230) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in from its principal executive officer or the form principal financial officer certifying that to the best of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based his knowledge and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) based on information presented in such Reserve Report, the Company or Borrower and its Subsidiaries owns good and defensible title Defensible Title to the proved Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by under Section 9.037.2, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 4.22 with respect to its proved Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary its Subsidiaries to deliver Hydrocarbons either generally or produced from such proved Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their proved Oil and Gas Properties evaluated in the 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 its proved Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower or its Subsidiaries could reasonably be expected to have been obligated to list on Schedule 7.19 4.23 had such agreement been in effect on the date hereofhereof and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Property and demonstrating the percentage of the present value of the proved Oil and Gas Properties evaluated in such Reserve Report that the value of such Mortgaged Property represent in compliance with Section 5.15.

Appears in 6 contracts

Sources: Credit Agreement (Tengasco Inc), Credit Agreement (Tengasco Inc), Credit Agreement (Tengasco Inc)

Reserve Reports. (a) On or before March 1 3rd, May 1st, August 1st and November 1st of each year (beginning March year, commencing November 1, 2025)2024, the Company Issuer shall furnish to the Administrative Agent, the Technical Agent and the Lenders Holders a Reserve Report evaluating, as of December 31 (for each March delivery), March 31 (for each May delivery), June 30 (for each August delivery) and September 30 (for each November delivery), the Proved Reserves of the Issuer and the Note Parties located within the geographic boundaries of the United States of America. The Reserve Report as of December 31 (for each March delivery) of each year starting with December 31, 2024 shall be prepared by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries Reserve Report as of the immediately preceding January 1 March 31 (for each May delivery), June 30 (for each August delivery) and July 1, respectively September 30 (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (bfor each November delivery) On or before June 1, September 1 and December 1 of each year (beginning December 1March 31, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be a report prepared by or under the supervision of the chief engineer or qualified agent of the Company Issuer who shall shall, in each case, certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted (x) with respect to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoingeach March delivery, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1December 31, respectively2023 and (y) with respect to each May, within thirty-five (35) days after August and November delivery, the delivery of such Replacement immediately preceding December 31 Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (db) With the delivery of each Reserve Report, the Company Issuer shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) Holders a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) Certificate from a Responsible Officer certifying thatthat in all material respects: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct to the best knowledge of the Issuer, it being understood by the Agent and the Holders that projections concerning volumes and production and cost estimates contained in all material respectseach Reserve Report are necessarily based upon opinions, estimates and projections and that neither the Issuer nor such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been accurate, (Bii) the Company Issuer or its Subsidiaries owns another Note Party has good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report (other than those (A) disposed of since the date of such Reserve Report as permitted in accordance with the terms hereof and (B) leases that have expired in accordance with their terms) and such Oil and Gas Properties are free of all Liens except for Liens permitted by Section 9.037.03, (Ciii) except as set forth on an exhibit to the certificate or previously disclosed to the Agent and the Requisite Holders in writing, to the extent the Note Parties take Hydrocarbons attributable or allocable to their Oil and Gas Properties in-kind, on a net basis there are no gas imbalances, take or pay or other prepayments in excess prepayments, the value of which exceed the volume threshold specified in Section 7.18 4.16, with respect to its the Note Parties’ Oil and Gas Properties evaluated in such Reserve Report which would require the Company Issuer or any Subsidiary other Note Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their the Note Parties, Oil and Gas Properties evaluated in the previous reserve report have been sold since the “as of” date of the last Reserve Report except as set forth on an exhibit to the certificate(A) those Note Parties, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in listed on such certificate as having been disposed or (B) as previously disclosed to the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Requisite Holders in writing, (in consultation with the Supermajority Lendersv) [reserved] and (Evi) attached thereto is a list schedule demonstrating compliance (calculated at the time of all marketing agreements entered into subsequent to delivery of such Reserve Report) with the later of the date hereof or the Most Recently Delivered Reserve Report which the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofCollateral Coverage Minimum.

Appears in 5 contracts

Sources: Note Purchase Agreement (WhiteHawk Income Corp), Note Purchase Agreement (WhiteHawk Income Corp), Note Purchase Agreement (WhiteHawk Income Corp)

Reserve Reports. (a) On or before March April 1 and October 1 of each year (beginning March year, commencing April 1, 2025)2020, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Revolving Credit Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries the other Credit Parties as of the immediately preceding April 1December 31 or June 30, July 1 and October 1, respectively (each, an “Updated Reserve Report”)respectively. Each Updated The Reserve Report (i) as of December 31 of each year shall be prepared or audited by one or more Approved Petroleum Engineers, and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update 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 Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31 Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies and the Company in writing that any Revolving Credit Lenders a Reserve Report constitutes a Disputed prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects (including an Updated 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), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for . For any purpose under this Agreement, and Interim Redetermination requested by the Administrative Agent may requestor the Borrower pursuant to Section 2.06(b), and the Company Borrower shall engage an Approved Petroleum Engineer that has not delivered a Disputed provide such Reserve Report within ten (10) days of such requestwith an “as of” date as required by the Administrative Agent as soon as possible, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Revolving Credit Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns good and defensible title except as set forth on an exhibit 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 9.03certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its the Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their proved Oil and Gas Properties evaluated in the 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 its such Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is a list of all marketing agreements entered into subsequent to the later schedule of the date hereof or the Most Recently Delivered Oil and Gas Properties evaluated by such Reserve Report which that are Mortgaged Properties and demonstrating the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had percentage of the total value of the proved Oil and Gas Properties that the value of such agreement been Mortgaged Properties represents in effect on the date hereofcompliance with Section 8.14(a).

Appears in 5 contracts

Sources: Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March year, commencing September 1, 2025)2007, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers evaluating or by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries as chief engineer of the immediately preceding January 1 Borrower and July 1audited or reviewed by one or more Approved Petroleum Engineers, respectively (each, a “Third-Party and all other Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) Reports shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Borrower and otherwise in a manner consistent with the preceding December 31st Reserve Report. Each Reserve Report update 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 in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31st Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, Lenders a Reserve Report evaluating prepared by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries as chief engineer of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as Borrower who shall certify such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the terms hereofprocedures used in the immediately preceding December 31 Reserve Report. To For any Interim Redetermination requested by the extent a Replacement Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derivedwith an “as of” date as required by the Administrative Agent as soon as possible, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two no later than forty-five (245) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) I from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof and (vi) 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 Borrowing Base that the value of such Mortgaged Properties represent.

Appears in 4 contracts

Sources: Credit Agreement (Atlas Resources Public #16-2007 (A) L.P.), Credit Agreement (Atlas Resources Public #17-2007 (A) L.P.), Credit Agreement (Atlas Energy Resources, LLC)

Reserve Reports. (a) On or before each March 1 of each year (beginning March 1, 2025), 15 and August 15 the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders Arranger a Reserve Report effective as the previous January 1st and July 1st, as applicable. Each such Reserve Report shall be prepared by one or more Approved Petroleum Engineers evaluating Engineers. Notwithstanding the Oil and Gas Properties of preceding, Borrower will not be required to deliver the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party first Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal yearhereunder until August 15, 2004. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With ith the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) Arranger a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Subsidiaries owns 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 9.0310.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefore, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold since the date of the last previous Reserve Report delivered except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 -------- 8.20 or Schedule 8.25 had such agreement been in effect on the date hereofhereof and ---- ------------- (vi) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Properties. (c) In connection with the delivery of the Reserve Reports to be delivered in Section 9.12(a) above, the Borrower shall also furnish to the Administrative Agent and the Arranger a reserve report with respect to the Oil and Gas Properties conveyed to the Lenders as part of any ORRI Conveyance provided to the Lenders under this Agreement.

Appears in 4 contracts

Sources: Credit Agreement (Us Energy Corp), Credit Agreement (Crested Corp), Credit Agreement (Crested Corp)

Reserve Reports. (a) On In addition to the Initial Reserve Report which has been delivered on or prior to the Effective Date, on or before March 1 each date set out in the right column of each year (beginning March 1, 2025)the following table, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries the Guarantors as of the immediately preceding January 1 or date set out in the same line in the left column of such table: July 1, 2017 and each July 1 thereafter the next following September 1 January 1, 2018 and each January 1 thereafter. the next following March 1 (b) The Reserve Reports as applicable (a “Replacement Reserve Report”), of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers acceptable to Engineers, and the Administrative Agent, so long Reserve Reports as such of July 1 of each year shall be prepared either by Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after Engineers or, at the delivery Borrower’s option, by the internal reserve engineering staff of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report Borrower in accordance with the terms hereof. To procedures used in the extent immediately preceding January 1 Reserve Report. (c) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Replacement Reserve Report is delivered prepared either (i) after a Compliance Certificate is delivered during a Disputed by Approved Petroleum Engineers or by Borrower’s internal reserve engineering staff, in each case 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 Period or (ii) after a Compliance Certificate is delivered which includes calculations derivedwith an “as of” date as required by the Administrative Agent as soon as possible, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two no later than thirty (230) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (d) With the delivery of each Reserve Report (other than the Initial Reserve Report), the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer on behalf of the Borrower certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects, respects that (Bi) the Company or its Subsidiaries owns good and defensible title except as set forth on an exhibit 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 9.03certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary Guarantor to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Dii) none of their Oil and Gas Borrowing Base Properties evaluated in the 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 its Oil and Gas such Borrowing Base Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (Eiii) attached thereto is a list of all marketing agreements entered into subsequent to the later schedule of the date hereof or the Most Recently Delivered Borrowing Base Properties evaluated by such Reserve Report that are Mortgaged Properties which demonstrates the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had percentage of the total value of the Borrowing Base Properties that the value of such agreement been Mortgaged Properties represents in effect on the date hereofcompliance with Section 8.14(a).

Appears in 4 contracts

Sources: Credit Agreement (Ultra Petroleum Corp), Credit Agreement (Ultra Petroleum Corp), Credit Agreement (Ultra Petroleum Corp)

Reserve Reports. (a) On As soon as available but in any event on or before March 1 September 1, 2020, and September 1st of each year (beginning March 1, 2025)thereafter, the Company shall furnish to the Administrative Agent, the Technical Agent and the Lenders a an Internal Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries an Independent Reserve Report dated effective as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal yearJune 30th. (b) On As soon as available but in any event on or before June March 1, September 1 2021, and December 1 March 1st of each year (beginning December 1, 2024)thereafter, the Company shall deliver an update furnish to the most recently delivered Third-Party Administrative Agent and the Lenders an Independent Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries dated effective as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report31st. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database certificate from an Authorized Officer of the Oil Company certifying that, to their knowledge and Gas Properties evaluated in all material respects: (A) the information contained in such Reserve Report and (ii) a certificate substantially any other information delivered in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respectscorrect, (B) the Company or its Subsidiaries owns good and defensible title except as set forth on an exhibit 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 9.03certificate, (C) on a net basis there are no gas imbalancesimbalances in excess of five percent (5%) of the monthly production, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company any Borrower or any Subsidiary Guarantor to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (DC) none of their the Credit Parties’ Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Majority Lenders, (D) upon the request of the Administrative Agent, attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in consultation with working interest or net revenue interest in its Oil and Gas Properties occurring and the Supermajority Lenders) and reason for such change, (E) upon the request of the Administrative Agent, attached thereto to the certificate is a list of all marketing agreements entered into subsequent Persons disbursing proceeds to any Borrower or to any Guarantor, as applicable, from its Oil and Gas Properties, and (F) except as set forth on a schedule attached to the later certificate, at least 90% of the date hereof or Proved Hydrocarbon Interests and the Most Recently Delivered Reserve Report which Oil and Gas Properties relating thereto are pledged as Collateral for the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofObligations.

Appears in 4 contracts

Sources: Credit Agreement (Unit Corp), Credit Agreement (Unit Corp), Credit Agreement (Unit Corp)

Reserve Reports. (a) On or before March April 1 and October 1 of each year (beginning March year, commencing April 1, 2025)2015, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared evaluating, as of the immediately preceding December 31 and June 30, the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America and other applicable Oil and Gas Properties of the Credit Parties that the Borrower desires to have included in any calculation of the Variable Amount. Each Reserve Report as of December 31 and June 30 shall be prepared, at the sole election of the Borrower, (x) by one or more Approved Petroleum Engineers evaluating or (y) by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries chief engineer of the Borrower or a Restricted Subsidiary; provided that Reserve Reports as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 31 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be that are prepared by or under the supervision of the chief engineer of the Company who Borrower or a Restricted Subsidiary shall, in each case, be accompanied by an audit letter issued by the applicable Approved Petroleum Engineer that has audited at least 80% of the Proved Reserves attributable to the Borrowing Base Properties of the Credit Parties by value. (b) In the event of an Interim Redetermination, the Borrower shall certify furnish to the Administrative Agent a Reserve Report. For any Interim Redetermination pursuant to Section 2.14(b), the Borrower shall provide such Reserve Report update with an “as of” date as required by the Administrative Agent, as soon as possible, but in any event no later than 45 days, in the case of any Interim Redetermination requested by the Borrower or 60 days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to be true and accurate the Administrative Agent a Reserve Report Certificate from an Authorized Officer of the Borrower certifying that in all material respects and to have respects: (i) in the case of Reserve Reports prepared by or under the supervision of the chief engineer of the Borrower or a Restricted Subsidiary (other than December 31 Reserve Reports), such Reserve Report has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report and shall be adjusted to reflect or the production levels since Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) as of the delivery last Business Day of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 recently ended fiscal year or December 1period, as applicable, due to a true and complete list of all material commodity Hedge Agreements of the existence Borrower and each Credit Party, the material terms thereof (in respect of a Disputed Reserve Report Periodthe type, then the Company shall be required to deliver an Updated Reserve Report as of April 1 term, effective date, termination date and notional amounts or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Reportvolumes), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten net ▇▇▇▇-to-market value thereof (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 last Business Day of such fiscal year or July 1period, as applicable and for which a ▇▇▇▇-to-market value is reasonably available); (a “Replacement Reserve Report”)iii) for each calendar month during the then current fiscal year to date, prepared by one or more Approved Petroleum Engineers acceptable the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the Administrative Agent, so long as prices at which such Approved Petroleum Engineer(ssales were made and the revenues derived from such sales) did not deliver for each such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, calendar month from the values included Borrowing Base Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month; (iv) the information contained in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially any other information delivered in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (v) assuming that all applicable Governmental Authorities have granted approvals, (B) made recordations and taken such other actions as are necessary in connection with the Company Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, the Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas Borrowing Base Properties evaluated in such Reserve Report (other than those (w) to be acquired in connection with an acquisition, (x) Disposed of since delivery of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 9.0310.2; (vi) except as set forth on an exhibit to such certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.17 with respect to its the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Dvii) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report have been sold Disposed of since the date of the last Reserve Report Variable Amount determination except those Borrowing Base Properties listed on such certificate as set forth on an exhibit to having been Disposed of; and (viii) the certificatecertificate shall also attach, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is schedules thereto, a list of (1) all material marketing agreements (which are not cancellable on 60 days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report which for the Company could reasonably be expected sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that represent in respect of such agreements 2.5% or more of the Credit Parties’ average monthly production of Hydrocarbon volumes and that have been obligated to list on Schedule 7.19 had a maturity date or expiry date of longer than six months from the last day of such agreement been in effect on fiscal year or period, as applicable and (2) all Borrowing Base Properties evaluated by such Reserve Report that are Collateral and demonstrating compliance with (calculated at the date hereoftime of delivery of such Reserve Report) the Collateral Coverage Minimum.

Appears in 4 contracts

Sources: Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report as of the immediately preceding December 31st or June 30th, as applicable. The Reserve Report as of December 31st of each year shall be prepared by one or more Approved Petroleum Engineers evaluating independent petroleum engineers reasonably acceptable to the Oil Agent and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party June 30th Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer “Manager of Acquisitions and Planning” (or similarly titled position) of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31st Reserve Report. (cb) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report[Reserved]. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company or its Subsidiaries each applicable Debtor owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its their Oil and Gas Properties evaluated in such Reserve Report which that would require the Company or any Subsidiary Debtor to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold since the date of the last Reserve Report Petition Date except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which that the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) 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 present value that such Mortgaged Properties represent.

Appears in 3 contracts

Sources: Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Credit Agreement (Legacy Reserves Inc.)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March year, commencing September 1, 2025)2010, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers evaluating or by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries as chief engineer of the immediately preceding January 1 Borrower and July 1audited or reviewed by one or more Approved Petroleum Engineers, respectively (each, a “Third-Party and all other Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) Reports shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Borrower and otherwise in a manner consistent with the preceding December 31st Reserve Report. Each Reserve Report update 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 in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31 Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, Lenders a Reserve Report evaluating prepared by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries as chief engineer of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as Borrower who shall certify such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the terms hereofprocedures used in the immediately preceding December 31 Reserve Report. To For any Interim Redetermination requested by the extent a Replacement Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derivedwith an “as of” date as required by the Administrative Agent as soon as possible, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two no later than forty-five (245) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated having a value in the previous reserve report excess of $1,000,000 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) 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 Borrowing Base that the value of such Mortgaged Properties represent.

Appears in 3 contracts

Sources: Fifth Amendment to Third Amended and Restated Credit Agreement (HighPoint Resources Corp), Fifth Amendment to Third Amended and Restated Credit Agreement (Bill Barrett Corp), Credit Agreement (Bill Barrett Corp)

Reserve Reports. (a) On or before March 1 April 1st and October 1st of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries as of the immediately preceding April 1December 31st and June 30th, July 1 and October 1, respectively (each, an “Updated Reserve Report”)as applicable. Each Updated The Reserve Report (i) as of December 31st of 2016 which shall be delivered on or before April 1st of 2017, shall be prepared by or under the supervision of the chief engineer of the Company Borrower in accordance with the Borrower’s past practices and shall be audited by one or more Approved Petroleum Engineers. Thereafter, (i) each Reserve Report as of December 31st and delivered on or before April 1st of each year (the “December 31 Reserve Report”), shall be prepared by one or more Approved Petroleum Engineers, and (ii) each Reserve Report as of June 30th delivered on or before October 1st of each year shall be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report. (b) In the event of a request for an Interim Redetermination pursuant to Section 2.07(b), the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report and shall be adjusted to reflect prepared by or under the production levels since the delivery supervision of the most recent chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report with an “as of” date as required by the Administrative Agent as soon as commercially reasonable, but in any event no later than thirty (including 30) days following the removal of any cash flows attributable to the production during the time period prior to the delivery receipt of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date request; provided that is five (5) Business Days at any time prior to delivery of such Updated Reserve Report and shall otherwise the Administrative Agent may, or at the direction of the Required Lenders shall, elect to use the most recently delivered Reserve Report, which such Reserve Report may be rolled forward” forward in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Reportcustomary manner. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate Certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) I from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) except as set forth on an exhibit to the Company certificate, the Borrower or its Subsidiaries owns the other Loan Parties own good and defensible title to the 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, (A) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its the Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary other Group Member to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefor and (B) there are no take-or-pay or ship-or-pay contracts that have not been disclosed in a previous Reserve Report Certificate, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold (other than Hydrocarbons sold in the ordinary course of business) 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 its Oil and Gas Properties sold (other than Hydrocarbons sold in the ordinary course of business business) and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto to the certificate is a list of all marketing agreements entered into by a Group Member subsequent to the later of the date hereof or the Most Recently Delivered most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofSeventh Amendment Effective Date and (vi) 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 PV-9 of the Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.13(a) (the certificate described herein, the “Reserve Report Certificate”). For the avoidance of doubt, the requirement to provide a Reserve Report Certificate shall require the delivery of such Reserve Report Certificate at the time each Reserve Report is delivered.

Appears in 3 contracts

Sources: Senior Secured Revolving Credit Agreement (Silverbow Resources, Inc.), Senior Secured Revolving Credit Agreement (Silverbow Resources, Inc.), Senior Secured Revolving Credit Agreement (Silverbow Resources, Inc.)

Reserve Reports. (a) On or before March 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 year (beginning March 1, 2025)following year, the Company Borrower shall furnish to the Administrative Agent, the Technical 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 evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Engineers. Any other Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) Reports shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Borrower and substantially in accordance with the procedures used in the preceding Reserve Report update 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 Third-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 shall be adjusted to reflect the production levels since the delivery of the most recent no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (iiwhether in fee or by leasehold) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in by a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve ReportLoan Party. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (db) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) F from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledge: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company 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, (Bii) the Company or its Subsidiaries owns good representations and defensible title 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 Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03certificate, (C) on a net basis there are no gas imbalances, take or pay imbalances or other prepayments in excess of made to the volume specified in Section 7.18 Parent or any Restricted Subsidiary with respect to its the Oil and Gas Properties evaluated in such Reserve Report which would require the Company 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 at some future time having a value (based on current prices) of more than $5,000,000 without then or thereafter receiving full payment therefortherefor at the time of delivery of those Hydrocarbons, (Div) none of their the Oil and Gas Properties evaluated in of the previous reserve report 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 its the Oil and Gas Properties so sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company could reasonably be expected to Borrower would have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof 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.

Appears in 3 contracts

Sources: Credit Agreement (Atlas Energy Group, LLC), Credit Agreement (Atlas Energy Group, LLC), Credit Agreement (Atlas Energy Group, LLC)

Reserve Reports. (a) On or before each March 1 and September 1 of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, to the Technical Agent extent applicable, a Budget pursuant to Section 9.1(p), and a Reserve Report evaluating, as of the immediately preceding December 31 and June 30, the Proved Reserves and other applicable Oil and Gas Properties of the Borrower and the Lenders Credit Parties located within the geographic boundaries, and the territorial waters, of the United States of America that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report as of (i) December 31 shall, at the sole election of the Borrower, (a) be prepared by one or more Approved Petroleum Engineers or (b) be prepared by or under the supervision of the chief of reserves of the Borrower and be audited by one or more Approved Petroleum Engineers and (ii) June 30 shall, at the sole election of the Borrower, (y) be prepared by one or more Approved Petroleum Engineers or (z) be prepared by or under the supervision of the chief of reserves of the Borrower in accordance with the procedures used in the immediately preceding December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating or prepared under the Oil and Gas Properties supervision of the Company and its Subsidiaries as chief of reserves of the immediately preceding January 1 and July 1, respectively (each, Borrower or a “Third-Party Reserve Report”Restricted Subsidiary. For any Interim Redetermination pursuant to Section 2.14(b). Additionally, the Technical Agent may request a Third Party Borrower shall provide such Reserve Report with respect to an “as of” date as required by the APOD ▇▇▇▇▇ once per fiscal yearAdministrative Agent, as soon as possible, but in any event no later than forty-five (45) days, in the case of any Interim Redetermination requested by the Borrower, or sixty (60) days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (bc) On or before June 1, September 1 and December 1 With the delivery of each year (beginning December 1, 2024)Reserve Report, the Company Borrower shall deliver an update provide to the most recently delivered Third-Party Administrative Agent a Reserve Report evaluating the Oil and Gas Properties Certificate from an Authorized Officer of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report Borrower certifying that in all material respects: (i) shall be in the case of June 30 Reserve Reports prepared by or under the supervision of the chief engineer of reserves of the Company who shall certify Borrower or a Restricted Subsidiary, such Reserve Report update to be true and accurate in all material respects and to have has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) for each calendar month during the then current fiscal year to date, the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Borrowing Base Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month; (iii) the information contained in the Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” other information delivered in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (iv) assuming that all applicable Governmental Authorities have granted approvals, (B) made recordations and taken such other actions as are necessary in connection with the Company Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, the Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas material Borrowing Base Properties evaluated in such Reserve Report (other than those (w) to be acquired in connection with an acquisition, (x) Disposed of since delivery of such Reserve Report as permitted in accordance with the terms hereof, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such material Borrowing Base Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 9.0310.2; (v) except as set forth on an exhibit to such certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.17 with respect to its the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that in each case would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Dvi) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report 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 (vii) the certificatecertificate shall also attach, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is schedules thereto, a list of (1) all material marketing agreements (which are not cancellable on sixty (60) days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report which for the Company could reasonably be expected sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that represent in respect of such agreements two and a half percent (2.5%) or more of the Credit Parties’ average monthly production of Hydrocarbon volumes and that have been obligated to list on Schedule 7.19 had a maturity date or expiry date of longer than six (6) months from the last day of such agreement been in effect on fiscal year or period, as applicable and (2) all Borrowing Base Properties evaluated by such Reserve Report that are Collateral and demonstrating compliance with (calculated at the date hereoftime of delivery of such Reserve Report) the Collateral Coverage Minimum.

Appears in 3 contracts

Sources: Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)

Reserve Reports. (a) On or before March 1 February 28 of each calendar year (beginning March 1commencing February 28, 20252018), the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders (who shall promptly deliver a copy thereof to each Lender) a Reserve Report evaluating the Sand Properties of the Borrower and the Guarantors, in each case, as of the immediately preceding January 1. The Reserve Report shall be prepared by one or more Approved Petroleum Engineers evaluating Engineers. In addition to the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionallyforegoing, the Technical Borrower shall deliver to the Administrative Agent may request (who shall promptly deliver a Third Party copy thereof to each Lender) a Reserve Report with respect to when and as delivered all other times under the APOD ▇▇▇▇▇ once per fiscal yearRevolving Credit Agreement. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) each Lender a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Subsidiaries another Loan Party owns good and defensible title Marketable Title to the Oil and Gas Sand Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.039.04, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Sand Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary other Loan Party to deliver Hydrocarbons Finished Sand Inventory or other minerals either generally or produced from such Oil and Gas Sand Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Sand Properties evaluated in the previous reserve report have been sold since the date of the last Reserve Report Effective Date except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of its Oil and Gas Sand Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) attached thereto is a schedule of the Sand Properties evaluated by such Reserve Report that are Mortgaged Properties.

Appears in 2 contracts

Sources: Senior Secured Credit Agreement (Vista Proppants & Logistics Inc.), Senior Secured Credit Agreement (Vista Proppants & Logistics Inc.)

Reserve Reports. (a) On or before March April 1 and October 1 of each year (beginning March year, commencing October 1, 2025)2015, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. The Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. The Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Engineers. All other Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) Reports shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Borrower and substantially in accordance with the procedures used in the preceding Reserve Report update prepared as of December 31. Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and prepared as of December 31. (b) In the event of an Interim Redetermination, the Borrower shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable furnish to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Administrative Agent and the Supermajority LendersLenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report dated as of December 31. Notwithstanding For any Interim Redetermination requested by the foregoingAdministrative Agent or the Borrower pursuant to Section 2.07(b), the Company Borrower shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated provide such Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1soon as reasonably practicable with an “as of” date as may be reasonably requested by the Administrative Agent, as applicable, due to but in any event no later than 45 days following the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery Borrower’s receipt of such Replacement Reserve Reportrequest. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) I from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects, to the best of such Responsible Officer’s knowledge: (Bi) the Company or its Subsidiaries owns good and defensible title to information contained in the Oil and Gas Properties evaluated in such Reserve Report and any other information delivered in connection therewith is true and correct, except that with respect to the projections in the Reserve Report, such Properties are free of all Liens except for Liens permitted by Section 9.03Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (Cii) the representations and warranties contained in Section 7.17(a) remain true and correct 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, take or pay imbalances or other prepayments in excess of made to the volume specified in Section 7.18 Borrower or any Subsidiary with respect to its the Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary to deliver and transfer ownership at some future time volumes of Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time having a value (based on current prices) of more than $500,000 without then or thereafter receiving full payment therefortherefor at the time of delivery of those Hydrocarbons, (Div) none of their the Oil and Gas Properties evaluated in of the previous reserve report 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 its the Oil and Gas Properties so sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company could reasonably be expected to Borrower would have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof 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.

Appears in 2 contracts

Sources: Credit Agreement (Atlas Growth Partners, L.P.), Credit Agreement (Atlas Growth Partners, L.P.)

Reserve Reports. (a) On or before March 1 31 and September 30 of each year (beginning March 1year, 2025)as applicable, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders (with a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect copy to the APOD ▇▇▇▇▇ once per fiscal year. (bRevolving Lenders) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party a Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries the other Loan Parties in the United States as of the immediately preceding April January 1 or July 1, July as applicable. The Reserve Report as of January 1 and October 1, respectively delivered on or before March 31 of each year (each, an the Updated January 1 Reserve Report”). Each Updated Reserve Report (i) shall be prepared by one or more Approved Petroleum Engineers, and each other Reserve Report of each year may be prepared in form reasonably acceptable by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in all material respects in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June January 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (cb) In that the event that the Administrative Borrower shall furnish to the Revolving Agent notifies the Company in writing that any a Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Reportat any time other than those set forth in Section 8.12(a), then such Disputed Reserve Report the Borrower shall not constitute furnish the Most Recently Delivered Reserve Report for any purpose under this Agreement, and same to the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed certify such Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating has been prepared in all material respects in accordance with the Oil and Gas Properties of the Company and its Subsidiaries as of procedures used in the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report.[Credit Agreement] (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Subsidiaries owns the other Loan Parties 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary other Loan Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their proved Oil and Gas Properties evaluated in the previous reserve report have been sold since the date of the last Reserve Report Petition Date except as set forth on an exhibit to the certificate, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereof, (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of the proved Oil and Gas Properties that the value of the Mortgaged Properties represent and that such percentage is in compliance with Section 8.14(a) and (vii) attached thereto is a computation of Total Proved PV-9 for the Oil and Gas Properties evaluated in such Reserve Report.

Appears in 2 contracts

Sources: Credit Agreement (Sundance Energy Inc.), Restructuring Support Agreement (Sundance Energy Inc.)

Reserve Reports. (a) On or before March 1 15th and September 15th of each year (beginning year, commencing March 115, 2025)2013, the Company Borrower shall furnish to the Administrative AgentAgent a Reserve Report evaluating, as of the immediately preceding December 31st and June 30th, the Technical Agent Proved Reserves of the Borrower and the Lenders Loan Parties. Each Reserve Report delivered hereunder shall be prepared by an Approved Petroleum Engineer. (b) In the event of an Interim Redetermination, the Borrower shall use commercially reasonable efforts to furnish to the Administrative Agent a Reserve Report prepared by one or more an Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”)Engineer. AdditionallyFor any Interim Redetermination, the Technical Agent may request a Third Party Borrower shall, to the extent possible, provide such Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report as of” date as required by the Administrative Agent, as soon as possible, but in any event not later than (i) shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used 30 days, in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal case of any cash flows attributable to Interim Redetermination requested by the production during the time period prior to the delivery of such Updated Reserve Report), and Borrower or (ii) shall be based on an updated Five-Year Strip Price as 45 days, in the case of any Interim Redetermination requested by the date that is five (5) Business Days prior to delivery Administrative Agent or the Required Lenders, following the receipt of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Reportrequest. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) Certificate from a Responsible Officer of the Borrower certifying thatthat in all material respects: (Ai) to the factual knowledge of the Borrower, the information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects, (Bii) except as set forth in an exhibit to such certificate, the Company Borrower or its Subsidiaries owns another Loan Party has good and defensible title to the Oil and Gas Collateral Coverage Minimum of the Borrowing Base Properties evaluated in such Reserve Report (other than those Disposed of in compliance with Section 7.05 since delivery of such Reserve Report) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 9.037.01, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Diii) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report have been sold Disposed 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) having been Disposed and (Eiv) attached thereto is the certificate 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 Borrowing Base Properties evaluated by such Reserve Report which constitute Collateral and demonstrating that the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had PV-9 of the Collateral (calculated at the time of delivery of such agreement been in effect on Reserve Report) meets the date hereofCollateral Coverage Minimum.

Appears in 2 contracts

Sources: First Lien Credit Agreement (Royal Resources Partners LP), First Lien Credit Agreement (Royal Resources Partners LP)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning year, commencing March 1, 2025)2023, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries Credit Parties as of the immediately preceding April 1, January 1st and July 1 and October 1, respectively (each, an “Updated Reserve Report”)1st. Each Updated The Reserve Report (i) as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and each other Reserve Report required hereunder shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June January 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies and the Company in writing that any Lenders a Reserve Report constitutes a Disputed prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report (including an Updated to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for . For any purpose under this Agreement, and Interim Redetermination requested by the Administrative Agent may requestor the Borrower pursuant to Section 2.07(b), and the Company Borrower shall engage an Approved Petroleum Engineer that has not delivered a Disputed provide such Reserve Report within ten (10) days of such requestwith an “as of” date as required by the Administrative Agent as soon as possible, and deliver within but in any event no later than thirty (30) days after following the receipt of such engagement request (or, in the case of an Approved Petroleum EngineerInterim Redetermination requested by the Borrower, such other date as the Administrative Agent may agree) or the commencement of a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1Borrowing Base Period, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportapplicable. (dc) With the delivery of each such Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders a certificate of the Borrower confirming that in all material respects: (i) a database the Parent and the Borrower acted in good faith and utilized reasonable assumptions at the time such information was furnished in the preparation of the Oil such Reserve Report and Gas Properties evaluated that to their knowledge there are no statements or conclusions in such Reserve Report and which are based upon or include material misleading information or fail to take into account material information known to them regarding the matters reported therein, (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company Parent or its Restricted Subsidiaries owns own good and 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 for Liens permitted by Section 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Parent or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their the Parent’s or any Restricted Subsidiary’s Proved Oil and Gas Properties evaluated in the previous reserve report have been sold since the date of the last Reserve Report certificate delivered pursuant to this Section 8.12(c) except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of its Proved Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereof, (vi) if during a Borrowing Base Period, the Mortgaged Properties satisfy the Mortgage Coverage Requirement 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.

Appears in 2 contracts

Sources: Credit Agreement (Permian Resources Corp), Credit Agreement (Centennial Resource Development, Inc.)

Reserve Reports. (a) On or before March 1 1st and, June 1st, September 1st and December 1st of each year (beginning March year, commencing SeptemberJune 1, 2025)2012,2015, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared evaluating, as of the immediately preceding December 31st and, March 31st, June 30th, and September 30th the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America) that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report as of December 31 andst, March 31st, June 30th and September 30th shall be prepared, at the election of the Borrower (x) by one or more Approved Petroleum Engineers evaluating or (y) by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries chief engineer of the Borrower or by the Borrower; provided that the Reserve Report as of the immediately preceding January 1 June 30, 2012, and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and Reports as of December 1 31 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be that are prepared by or under the supervision of the chief engineer of the Company who Borrower or by the Borrower shall, in each case, be audited by one or more Approved Petroleum Engineers. (b) In the event of an Interim Redetermination, the Borrower shall certify furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower or by the Borrower. For any Interim Redetermination pursuant to Section 2.14(b), the Borrower shall provide such Reserve Report update with an “as of” date as required by the Administrative Agent, as soon as possible, but in any event no later than 30 days, in the case of any Interim Redetermination requested by the Borrower or 45 days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to be true and accurate the Administrative Agent a Reserve Report Certificate from an Authorized Officer of the Borrower certifying that in all material respects respects: (i) in the case of Reserve Reports prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower (other than the June 30, 2012 Reserve Report and to have December 31 Reserve Reports), such Reserve Report has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) the information contained in the Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” other information delivered in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (iii) except as set forth in an exhibit to such certificate, (B) the Company Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.4 since the date of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 9.0310.2; 715000788 12406500715000788 12406500 (iv) except as set forth on an exhibit to such certificate, (C) as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.18 with respect to its the Credit Parties’ Oil and Gas Properties evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Dv) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report have been sold Disposed since the date of the last immediately preceding Reserve Report except as set forth on an exhibit to the certificatedate of the Reserve Report being delivered, which exhibit shall list all of its Oil and Gas except (A) those Borrowing Base Properties sold other than Hydrocarbons sold listed on such certificate as having been Disposed or (B) Borrowing Base Properties Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of business and in such detail Disposition) does not exceed 3% of the then-effective Borrowing Base; and (vi) the certificate shall also attach, as reasonably required by the Administrative Agent and the Technical Agent schedules thereto, (in consultation with the Supermajority LendersA) and (E) attached thereto is a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Credit Parties’ average monthly production of Hydrocarbon volumes and (ii) have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment and (2) all counties and parishes in which the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had Borrowing Base Properties evaluated by such agreement been in effect Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral (calculated as of the date of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the date hereofClosing Date through and including April 1, 2014, the Sponsor Development Plan then in effect.

Appears in 2 contracts

Sources: Fifth Amendment and Waiver Agreement (Samson Resources Corp), Fifth Amendment and Waiver Agreement (Samson Resources Corp)

Reserve Reports. (a) On or before March 1 of each year January 15, 2025 (beginning March 1, 2025or such later date as the Administrative Agent may agree in its sole discretion), the Company Borrower shall furnish to the Administrative AgentAgent a Reserve Report evaluating, as of the immediately preceding December 31, the Technical Agent Proved Reserves and other applicable Oil and Gas Properties of the Borrower and the Lenders Credit Parties located within the geographic boundaries, and the territorial waters, of the United States of America prepared by or under the supervision of the chief of reserves of the Borrower in accordance with the procedures used in the Initial Reserve Report (the “February 2025 Reserve Report”). On or before April 1, 2025 (or such later date as the Administrative Agent may agree in its sole discretion), the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding March 1, the Proved Reserves and other applicable Oil and Gas Properties of the Borrower and the Credit Parties located within the geographic boundaries, and the territorial waters, of the United States of America prepared by or under the supervision of the chief of reserves of the Borrower in accordance with the procedures used in the Initial Reserve Report. On or before each February 1 and August 1 of each year, commencing August 1, 2025, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31 and June 30, the Proved Reserves and other applicable Oil and Gas Properties of the Borrower and the Credit Parties located within the geographic boundaries, and the territorial waters, of the United States of America. Each Reserve Report as of (i) December 31 (other than, for the avoidance of doubt, the February 2025 Reserve Report) (each, the “December 31 Reserve Report”) shall (y) be prepared by one or more Approved Petroleum Engineers or (z) be prepared by or under the supervision of the chief of reserves of the Borrower and be audited by one or more Approved Petroleum Engineers and (ii) June 30 shall, at the sole election of the Borrower, (y) be prepared by one or more Approved Petroleum Engineers or (z) be prepared by or under the supervision of the chief of reserves of the Borrower in accordance with the procedures used in the immediately preceding December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating or prepared under the Oil and Gas Properties supervision of the Company and its Subsidiaries as chief of reserves of the immediately preceding January 1 and July 1, respectively (each, Borrower or a “Third-Party Reserve Report”Restricted Subsidiary. For any Interim Redetermination pursuant to Section 2.14(b). Additionally, the Technical Agent may request a Third Party Borrower shall provide such Reserve Report with respect to an “as of” date as required by the APOD ▇▇▇▇▇ once per fiscal yearAdministrative Agent, as soon as possible, but in any event no later than forty-five (45) days, in the case of any Interim Redetermination requested by the Borrower, or sixty (60) days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (bc) On or before June 1, September 1 and December 1 With the delivery of each year (beginning December 1, 2024)Reserve Report, the Company Borrower shall deliver an update provide to the most recently delivered Third-Party Administrative Agent a Reserve Report evaluating the Oil and Gas Properties Certificate from an Authorized Officer of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report Borrower certifying that in all material respects: (i) shall be in the case of June 30 Reserve Reports prepared by or under the supervision of the chief engineer of reserves of the Company who shall certify Borrower or a Restricted Subsidiary, such Reserve Report update to be true and accurate in all material respects and to have has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) for each calendar month during the then current fiscal year to date, the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Borrowing Base Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month; (iii) the information contained in the Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” other information delivered in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (iv) assuming that all applicable Governmental Authorities have granted approvals, (B) made recordations and taken such other actions as are necessary in connection with the Company Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, the Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas material Borrowing Base Properties evaluated in such Reserve Report (other than those (w) to be acquired in connection with an acquisition, (x) Disposed of since delivery of such Reserve Report as permitted in accordance with the terms hereof, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such material Borrowing Base Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 9.0310.2; (v) except as set forth on an exhibit to such certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 (other than Service Agreement Undertakings) with respect to its the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that in each case would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Dvi) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report 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 (vii) the certificatecertificate shall also attach, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is schedules thereto, a list of (1) all material marketing agreements (which are not cancellable on sixty (60) days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report which for the Company could reasonably be expected sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that represent in respect of such agreements two and a half percent (2.5%) or more of the Credit Parties’ average monthly production of Hydrocarbon volumes and that have been obligated to list on Schedule 7.19 had a maturity date or expiry date of longer than six (6) months from the last day of such agreement been in effect on fiscal year or period, as applicable and (2) all Borrowing Base Properties evaluated by such Reserve Report that are Collateral and demonstrating compliance with (calculated at the date hereoftime of delivery of such Reserve Report) the Collateral Coverage Minimum.

Appears in 2 contracts

Sources: Credit Agreement (Infinity Natural Resources, Inc.), Credit Agreement (Infinity Natural Resources, Inc.)

Reserve Reports. (a) On or before March 1 15th and September 15th of each year (beginning year, commencing March 115, 2025)2013, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries evaluating, as of the immediately preceding January 1 December 31st and July 1, respectively (each, a “Third-Party Reserve Report”). AdditionallyJune 30th, the Technical Agent may request a Third Party Proved Reserves of the Borrower and the Loan Parties. Each Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal yeardelivered hereunder shall be prepared by an Approved Petroleum Engineer. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update If a Reserve Report is delivered to the most recently delivered Third-Party Reserve Report evaluating First Lien Agent or the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”First Lien Lenders on any interim or other dates than those set forth in Section 6.14(a). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company Borrower shall be required furnish to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery Administrative Agent a copy of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) Certificate from a Responsible Officer certifying thatof the Borrower which calculates the then current Total Proved PV9 and certifies that in all material respects: (Ai) to the factual knowledge of the Borrower, the information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects, (Bii) except as set forth in an exhibit to such certificate, the Company Borrower or its Subsidiaries owns another Loan Party has good and defensible title to the Oil and Gas Collateral Coverage Minimum of the Borrowing Base Properties evaluated in such Reserve Report (other than those Disposed of in compliance with Section 7.05 since delivery of such Reserve Report) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 9.037.01, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Diii) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report have been sold Disposed 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) having been Disposed and (Eiv) attached thereto is the certificate 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 Borrowing Base Properties evaluated by such Reserve Report which constitute Collateral and demonstrating that the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on PV-9 of the date hereofCollateral (calculated at the related Test Date) meets the Collateral Coverage Minimum.

Appears in 2 contracts

Sources: Second Lien Credit Agreement (Royal Resources Partners LP), Second Lien Credit Agreement (Royal Resources Partners LP)

Reserve Reports. (a) On or before In connection with the March 1 of each year (beginning March 1, 2025)2018 Redetermination, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report on or before February 15, 2018 evaluating the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries as of December 31, 2017, which Reserve Report shall be prepared by one or more Approved Petroleum Engineers. On or before March 1st and September 1st of each year, commencing September 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report as of the immediately preceding December 31 or June 30, as applicable. The Reserve Report as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers evaluating and the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party June 30 Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report and Report. CREDIT AGREEMENT (b) In the event of an Interim Redetermination, the Borrower shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable furnish to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Administrative Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Lenders a Reserve Report during any Disputed prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report Period; provided that if to be true and accurate in all material respects and to have been prepared, except as otherwise specified therein, in accordance with the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or procedures used in the immediately preceding December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31 Reserve Report. (c) In that event that . For any Interim Redetermination requested by the Administrative Agent notifies or the Company in writing that any Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report constitutes a Disputed Reserve Report (including with an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and “as of” date as required by the Administrative Agent may requestas soon as possible, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate from a Responsible Officer, in substantially in the form of Exhibit H G hereto (a the “Reserve Report Certificate”) from a Responsible Officer ), certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information provided by the Borrower in connection with the preparation of such Reserve Report and any other information delivered in connection therewith by the Borrower is true and correct, and any projections based upon such information have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable, subject to uncertainties inherent in all projections, (Bii) the Company or its Borrower and the Restricted Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its the Oil and Gas Properties evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary the Restricted Subsidiaries to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their the Oil and Gas Properties evaluated in the previous reserve report 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 its the Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which that the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) attached 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 the Oil and Gas Properties evaluated by such Reserve Report that such Mortgaged Properties represent is in compliance with Section 8.13(a).

Appears in 2 contracts

Sources: Credit Agreement (Riviera Resources, LLC), Credit Agreement (Linn Energy, Inc.)

Reserve Reports. (a) On or before March 1 April 1st and October 1st of each year (beginning March year, commencing April 1, 2025)2009, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report as of December 31st of each year shall be prepared by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party June 30th Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31st Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies and the Company in writing that any Lenders a Reserve Report constitutes a Disputed prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report (including an Updated to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31st Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for . For any purpose under this Agreement, and Interim Redetermination requested by the Administrative Agent may requestor the Borrower pursuant to Section 2.07(b), and the Company Borrower shall engage an Approved Petroleum Engineer that has not delivered a Disputed provide such Reserve Report within ten (10) days of such requestwith an “as of” date as required by the Administrative Agent as soon as possible, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying thatthat in all material respects: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects, (Bii) the Company Borrower or its Restricted Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that the Borrower is in compliance with Section 8.14(a).

Appears in 2 contracts

Sources: Senior Revolving Credit Agreement (Petrohawk Energy Corp), Senior Revolving Credit Agreement (Petrohawk Energy Corp)

Reserve Reports. Prior to the Investment Grade Rating Date: (a) On or before March 1 1st of each year (beginning year, commencing March 1, 2025)2019, the Company shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers Report, in form and substance consistent with the requirements set forth in the definition thereof, evaluating the Proved Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally1st; provided that if as of the last day of the fiscal quarter ending June 30th of such year, the Technical Agent may request a Third Party Reserve Report with respect Consolidated Leverage Ratio for the period of four consecutive fiscal quarters ending on such day exceeds 3.00 to 1.00, then, if requested by the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024)Administrative Agent, the Company shall deliver an update furnish to the most recently delivered Third-Party Administrative Agent and the Lenders, on or before September 1st of such year, a Reserve Report Report, in form and substance consistent with the requirements set forth in the definition thereof, evaluating the Proved Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”)1st of such year. Each Updated Reserve Report (i) shall be either prepared by one or more Approved Petroleum Engineers, or by or under the supervision of the chief engineer of the Company Company, who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June January 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (db) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report, as applicable, and any other information delivered in connection therewith is true and correct, (Bii) the Company or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report Report, and such Properties are free of all Liens except for Liens permitted by Section 9.03, 6.03 and (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Diii) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold (other than Hydrocarbons sold in the ordinary course of business) since the date of the last most recently delivered Reserve Report hereunder except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of its Oil and Gas Properties sold (other than Hydrocarbons sold in the ordinary course of business business) and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached 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 Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofAgent.

Appears in 2 contracts

Sources: Credit Agreement (Murphy Oil Corp), Credit Agreement (Murphy Oil Corp /De)

Reserve Reports. (a) On or before each March 1 and September 1 of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, to the Technical Agent extent applicable, a Budget pursuant to Section 9.1(q), and a Reserve Report evaluating, as of the immediately preceding December 31 and June 30, the Proved Reserves and other applicable Oil and Gas Properties of the Borrower and the Lenders Credit Parties located within the geographic boundaries, and the territorial waters, of the United States of America that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report as of (i) December 31 shall, at the sole election of the Borrower, (a) be prepared by one or more Approved Petroleum Engineers or (b) be prepared by or under the supervision of the chief of reserves of the Borrower and be audited by one or more Approved Petroleum Engineers and (ii) June 30 shall, at the sole election of the Borrower, (y) be prepared by one or more Approved Petroleum Engineers or (z) be prepared by or under the supervision of the chief of reserves of the Borrower in accordance with the procedures used in the immediately preceding December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating or prepared under the Oil and Gas Properties supervision of the Company and its Subsidiaries as chief of reserves of the immediately preceding January 1 and July 1, respectively (each, Borrower or a “Third-Party Reserve Report”Restricted Subsidiary. For any Interim Redetermination pursuant to Section 2.14(b). Additionally, the Technical Agent may request a Third Party Borrower shall provide such Reserve Report with respect to an “as of” date as required by the APOD ▇▇▇▇▇ once per fiscal yearAdministrative Agent, as soon as possible, but in any event no later than forty-five (45) days, in the case of any Interim Redetermination requested by the Borrower, or sixty (60) days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (bc) On or before June 1, September 1 and December 1 With the delivery of each year (beginning December 1, 2024)Reserve Report, the Company Borrower shall deliver an update provide to the most recently delivered Third-Party Administrative Agent a Reserve Report evaluating the Oil and Gas Properties Certificate from an Authorized Officer of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report Borrower certifying that in all material respects: (i) shall be in the case of June 30 Reserve Reports prepared by or under the supervision of the chief engineer of reserves of the Company who shall certify Borrower or a Restricted Subsidiary, such Reserve Report update to be true and accurate in all material respects and to have has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) for each calendar month during the then current fiscal year to date, the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Borrowing Base Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month; (iii) the information contained in the Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” other information delivered in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (iv) assuming that all applicable Governmental Authorities have granted approvals, (B) made recordations and taken such other actions as are necessary in connection with the Company Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, the Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas material Borrowing Base Properties evaluated in such Reserve Report (other than those (w) to be acquired in connection with an acquisition, (x) Disposed of since delivery of such Reserve Report as permitted in accordance with the terms hereof, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such material Borrowing Base Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 9.0310.2; (v) except as set forth on an exhibit to such certificate, (C) on a net basis there are (A) no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.17 with respect to its the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, therefor and (DB) no Service Agreement Undertakings; (vi) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report 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 (vii) the certificatecertificate shall also attach, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is schedules thereto, a list of (1) all material marketing agreements (which are not cancellable on sixty (60) days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report which for the Company could reasonably be expected sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that represent in respect of such agreements 2.5% or more of the Credit Parties’ average monthly production of Hydrocarbon volumes and that have been obligated to list on Schedule 7.19 had a maturity date or expiry date of longer than six (6) months from the last day of such agreement been in effect on fiscal year or period, as applicable and (2) all Borrowing Base Properties evaluated by such Reserve Report that are Collateral and demonstrating compliance with (calculated at the date hereoftime of delivery of such Reserve Report) the Collateral Coverage Minimum.

Appears in 2 contracts

Sources: Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)

Reserve Reports. (a) On Beginning with July 1, 2014, on or before March 1 April 1st and October 1st of each year (beginning March year, commencing October 1, 2025)2014, the Company shall furnish to the Administrative Agent, the Technical Agent and the Lenders Holders a Reserve Report Report, which shall be prepared by one or more Approved Petroleum Engineers in accordance with standard industry practices, evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1st (as to the Reserve Report to be delivered on or before April 1st) and July 1st (as to the Reserve Report to be delivered on or before October 1st). The Reserve Report as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the Reserve Report as of July 1, respectively (eachother than the July 1, a “Third-Party 2014 Reserve Report”). Additionally, of each year shall be prepared by or under the Technical Agent may request a Third Party supervision of the chief engineer of the Company or one or more Approved Petroleum Engineers who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with respect to the APOD ▇▇▇▇▇ once per fiscal yearprocedures used in the immediately preceding Reserve Report as of January 1. (b) On or before June Beginning with July 1, September 1 and December 1 2014, upon the request of each year (beginning December 1the Administrative Agent, 2024)in the event of an Interim Redetermination, the Company shall deliver an update furnish to the most recently delivered Third-Party Administrative Agent and the Holders a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to Engineers. For any Interim Redetermination requested by the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after Agent or the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either caseCompany pursuant to Section 7.10(a), the Company shall deliverprovide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, promptly following (and but in any event within two no later than thirty (230) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) Holders a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects, : (Bi) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct; (ii) the Company or its Subsidiaries owns 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 9.0311.3; (iii) except as set forth on an exhibit to the certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 11.24 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Div) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) Agent; and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company could reasonably be expected to have been obligated to list on Schedule 7.19 8.19 had such agreement been in effect on the date hereof.

Appears in 2 contracts

Sources: Note Purchase Agreement (Glori Energy Inc.), Note Purchase Agreement (Glori Energy Inc.)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries the other Loan Parties as of the immediately preceding April 1, January 1st and July 1st. The Reserve Report as of January 1st delivered on or before March 1st of each year (the “January 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by one or more Approved Petroleum Engineers, and each other Reserve Report of each year may be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June January 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies and the Company in writing that any Lenders a Reserve Report constitutes a Disputed prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report (including an Updated to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for . For any purpose under this Agreement, and Interim Redetermination requested by the Administrative Agent may requestor the Borrower pursuant to Section 2.07(b), and the Company Borrower shall engage an Approved Petroleum Engineer that has not delivered a Disputed provide such Reserve Report within ten (10) days of such requestwith an “as of” date as required by the Administrative Agent as soon as possible, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Subsidiaries owns the other Loan Parties 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments imbalances in excess of the volume specified in Section 7.18 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary other Loan Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof and (vi) 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 the Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.14(a).

Appears in 2 contracts

Sources: Credit Agreement (Emerald Oil, Inc.), Credit Agreement (Emerald Oil, Inc.)

Reserve Reports. (a) On or before March 1 April 1st and October 1st of each year (beginning March October 1, 2025)2022, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report evaluating the Borrowing Base Properties of the Borrower and its Subsidiaries as of the immediately preceding December 31st (the “December 31 Reserve Report”) and June 30th (the “June 30 Reserve Report”), as applicable. Each (A) December 31 Reserve Report delivered on or before April 1st of each year, shall be prepared by one or more Approved Petroleum Engineers, and (B) June 30 Reserve Report delivered on or before October 1st of each year shall be prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or internally under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report. (b) In the event of a request for an Interim Redetermination pursuant to Section 2.07(b), the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report and shall be adjusted to reflect prepared by or under the production levels since the delivery supervision of the most recent chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report with an “as of” date as required by the Administrative Agent as soon as commercially reasonable, but in any event no later than thirty (including 30) days following the removal of any cash flows attributable to the production during the time period prior to the delivery receipt of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date request; provided that is five (5) Business Days at any time prior to delivery of such Updated Reserve Report and shall otherwise the Administrative Agent may, or at the direction of the Required Lenders shall, elect to use the most recently delivered Reserve Report, which such Reserve Report may be rolled forward” forward in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Reportcustomary manner. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate Certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) I from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) except as set forth on an exhibit to the Company certificate, the Borrower or its Subsidiaries owns the other Loan Parties own good and defensible title to the Oil and Gas Borrowing Base Properties evaluated in such Reserve Report and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 9.03, (Ciii) except as set forth on an exhibit to the certificate, (A) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas the Borrowing Base Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary other Group Member to deliver Hydrocarbons either generally or produced from such Oil and Gas Borrowing Base Properties at some future time without then or thereafter receiving full payment therefortherefor and (B) there are no take-or-pay or ship-or-pay contracts that have not been disclosed in a previous Reserve Report Certificate, (Div) none of their Oil and Gas Borrowing Base Properties evaluated in the previous reserve report have been sold (other than Hydrocarbons sold in the ordinary course of business) 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 its Oil and Gas Borrowing Base Properties sold (other than Hydrocarbons sold in the ordinary course of business business) and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto to the certificate is a list of all marketing agreements entered into by a Group Member subsequent to the later of the date hereof or the Most Recently Delivered most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) attached thereto is a schedule of the Borrowing Base Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the PV-10 of the Borrowing Base Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.13(a) (the certificate described herein, the “Reserve Report Certificate”). For the avoidance of doubt, the requirement to provide a Reserve Report Certificate shall require the delivery of such Reserve Report Certificate at the time each Reserve Report is delivered.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Diversified Energy Co PLC), Revolving Credit Agreement (Diversified Energy Co PLC)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March year, commencing September 1, 2025)2012, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared evaluating, as of the immediately preceding December 31st and June 30th , the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America) that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report as of December 31 and June 30 shall be prepared, at the election of the Borrower (x) by one or more Approved Petroleum Engineers evaluating or (y) by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries chief engineer of the Borrower or by the Borrower; provided that the Reserve Report as of the immediately preceding January 1 June 30, 2012, and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and Reports as of December 1 31 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be that are prepared by or under the supervision of the chief engineer of the Company who Borrower or by the Borrower shall, in each case, be audited by one or more Approved Petroleum Engineers. (b) In the event of an Interim Redetermination, the Borrower shall certify furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower or by the Borrower. For any Interim Redetermination pursuant to Section 2.14(b), the Borrower shall provide such Reserve Report update with an “as of” date as required by the Administrative Agent, as soon as possible, but in any event no later than 30 days, in the case of any Interim Redetermination requested by the Borrower or 45 days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to be true and accurate the Administrative Agent a Reserve Report Certificate from an Authorized Officer of the Borrower certifying that in all material respects respects: (i) in the case of Reserve Reports prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower (other than the June 30, 2012 Reserve Report and to have December 31 Reserve Reports), such Reserve Report has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) the information contained in the Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” other information delivered in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (iii) except as set forth in an exhibit to such certificate, (B) the Company Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.4 since delivery of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 9.0310.2; (iv) except as set forth on an exhibit to such certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.18 with respect to its the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Dv) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report have been sold Disposed 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; and (vi) the certificatecertificate shall also attach, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent schedules thereto, (in consultation with the Supermajority LendersA) and (E) attached thereto is a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements (which are not cancellable on 60 days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report which for the Company could reasonably be expected sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’s average monthly production of Hydrocarbon volumes and (ii) have been obligated to list a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on Schedule 7.19 had 60 days’ notice or less without penalty or detriment and (2) all Borrowing Base Properties evaluated by such agreement been in effect Reserve Report that are Collateral and demonstrating that the PV-9 of the Collateral (calculated at the time of delivery of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the date hereofClosing Date through and including April 1, 2014, the Sponsor Development Plan then in effect.

Appears in 2 contracts

Sources: Credit Agreement (Samson Resources Corp), Credit Agreement (Samson Holdings, Inc.)

Reserve Reports. (a) On or before March 1 15th and September 15th of each year (beginning year, commencing March 115, 2025)2011, the Company Borrower shall furnish to the Administrative Agent, the Technical 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 United States of America) that the Borrower desires to have included in any calculation of the Borrowing Base. The Reserve Report as of December 31 of each year shall be prepared or audited by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries Reserve Report as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 30 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who Borrower or by the Borrower and the Borrower shall certify such Reserve Report update to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the procedures used in the immediately preceding December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower and the Borrower shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared prepared, except as otherwise specified therein, in all material respects in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report and shall be adjusted to reflect or the production levels since the delivery of the most recent Initial Reserve Report, if no December 31 Reserve Report (including has been delivered. For any Interim Redetermination pursuant to Section 2.14(b), the removal Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent, as soon as possible, but in any event no later than 30 days, in the case of any cash flows attributable to Interim Redetermination requested by the production during Borrower or 45 days, in the time period prior to case of any Interim Redetermination requested by the delivery Administrative Agent or the Lenders, following the receipt of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Reportrequest. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, Agent a Reserve Report Certificate from an Authorized Officer of the Technical Agent and the Lenders Borrower certifying that in all material respects: (i) a database of the Oil and Gas Properties evaluated information contained in such the Reserve Report and (ii) a certificate substantially any other information delivered in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects, (Bii) except as set forth in an exhibit to such certificate, the Company Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas Borrowing Base Properties evaluated in such Reserve Report (other than those (i) Disposed of in compliance with Section 10.4 since delivery of such Reserve Report, (ii) leases that have expired in accordance with their terms and (iii) 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 9.0310.2, (Ciii) except as set forth on an exhibit to such certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.19 with respect to its the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report have been sold Disposed 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, (v) the certificatecertificate shall also attach, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is schedules thereto, a list of (A) all material marketing agreements (which are not cancellable on 60 days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report which for the Company could reasonably be expected sale of production of the Credit Parties’ Hydrocarbons (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that have been obligated to list on Schedule 7.19 had a maturity date or expiry date of longer than six months from the last day of such agreement been in effect on fiscal year or period, as applicable and (B) all Borrowing Base Properties evaluated by such Reserve Report that are Collateral and demonstrating that the date hereofPV-9 of the Collateral (calculated at the time of delivery of such Reserve Report) meets the Collateral Coverage Minimum.

Appears in 2 contracts

Sources: Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Holdings LLC)

Reserve Reports. (a) On or before March 1 September 1, 2012, and thereafter on or before April 1st and October 1st of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report as of December 31st of each year shall be prepared by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party June 30th Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31st Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies and the Company in writing that any Lenders a Reserve Report constitutes a Disputed prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report (including an Updated to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31st Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for . For any purpose under this Agreement, and Interim Redetermination requested by the Administrative Agent may requestor the Borrower pursuant to Section 2.07(a), and the Company Borrower shall engage an Approved Petroleum Engineer that has not delivered a Disputed provide such Reserve Report within ten (10) days of such requestwith an “as of” date as required by the Administrative Agent as soon as possible, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying thatthat in all material respects: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects, (Bii) the Company Borrower or its Restricted Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that the Borrower is in compliance with Section 8.14(a).

Appears in 2 contracts

Sources: Senior Revolving Credit Agreement (Halcon Resources Corp), Senior Revolving Credit Agreement (Halcon Resources Corp)

Reserve Reports. (a) On or before March 1 each February 28 and August 31 of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative AgentAgent a Reserve Report evaluating, as of the immediately preceding December 31 and June 30, the Technical Agent Proved Reserves and other applicable Oil and Gas Properties of the Borrower and the Lenders Credit Parties located within the geographic boundaries, and the territorial waters, of the United States of America that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report as of (i) December 31 shall be prepared by one or more Approved Petroleum Engineers and (ii) June 30 shall, at the sole election of the Borrower, (x) be prepared by one or more Approved Petroleum Engineers or (y) be prepared by or under the supervision of the Vice President of Engineering of the Borrower (or General Partner, as applicable) in accordance with the procedures used in the immediately preceding December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating or prepared under the Oil and Gas Properties supervision of the Company and its Subsidiaries as Vice President of Engineering of the immediately preceding January 1 and July 1Borrower (or General Partner, respectively (each, a “Third-Party Reserve Report”as applicable). AdditionallyFor any Interim Redetermination pursuant to Section 2.14(b), the Technical Agent may request a Third Party Borrower shall provide such Reserve Report with respect to an “as of” date as required by the APOD ▇▇▇▇▇ once per fiscal yearAdministrative Agent, as soon as possible, but in any event no later than forty-five (45) days, in the case of any Interim Redetermination requested by the Borrower, or sixty (60) days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (bc) On or before June 1, September 1 and December 1 With the delivery of each year (beginning December 1, 2024)Reserve Report, the Company Borrower shall deliver an update provide to the most recently delivered Third-Party Administrative Agent a Reserve Report evaluating the Oil and Gas Properties Certificate from an Authorized Officer of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report Borrower certifying that in all material respects: (i) shall be in the case of June 30 Reserve Reports prepared by or under the supervision of the chief engineer Vice President of Engineering of the Company who shall certify Borrower (or General Partner, as applicable), such Reserve Report update to be true and accurate in all material respects and to have has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) for each calendar month during the then current fiscal year to date, the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Borrowing Base Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month; (iii) the information contained in the Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” other information delivered in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (iv) assuming that all applicable Governmental Authorities have granted approvals, (B) made recordations and taken such other actions as are necessary in connection with the Company Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, the Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas material Borrowing Base Properties evaluated in such Reserve Report (other than those (w) to be acquired in connection with an acquisition, (x) Disposed of since delivery of such Reserve Report as permitted in accordance with the terms hereof, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such material Borrowing Base Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 9.0310.2; (v) except as set forth on an exhibit to such certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.17 with respect to its the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that in each case would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Dvi) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report 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 (vii) the certificatecertificate shall also attach, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is schedules thereto, a list of (1) all material marketing agreements (which are not cancellable on sixty (60) days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report which for the Company could reasonably be expected sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that represent in respect of such agreements two and a half percent (2.5%) or more of the Credit Parties’ average monthly production of Hydrocarbon volumes and that have been obligated to list on Schedule 7.19 had a maturity date or expiry date of longer than six (6) months from the last day of such agreement been in effect on fiscal year or period, as applicable and (2) all Borrowing Base Properties evaluated by such Reserve Report that are Collateral and demonstrating compliance with (calculated at the date hereoftime of delivery of such Reserve Report) the Collateral Coverage Minimum.

Appears in 2 contracts

Sources: Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp)

Reserve Reports. (a) On or before March 1 April 1st and October 1st of each year (beginning March year, commencing April 1, 2025)2010, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report as of December 31st of each year shall be prepared by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party June 30th Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31st Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies and the Company in writing that any Lenders a Reserve Report constitutes a Disputed prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report (including an Updated to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31st Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for . For any purpose under this Agreement, and Interim Redetermination requested by the Administrative Agent may requestor the Borrower pursuant to Section 2.07(b), and the Company Borrower shall engage an Approved Petroleum Engineer that has not delivered a Disputed provide such Reserve Report within ten (10) days of such requestwith an “as of” date as required by the Administrative Agent as soon as possible, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying thatthat in all material respects: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects, (Bii) the Company Borrower or its Restricted Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold since the date of the last Reserve Report Oil and Gas Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that the Borrower is in compliance with Section 8.14(a).

Appears in 2 contracts

Sources: Senior Revolving Credit Agreement (Petrohawk Energy Corp), Senior Revolving Credit Agreement (Petrohawk Energy Corp)

Reserve Reports. (a) On or before March 1 31st and September 30th of each year (beginning March 1year, 2025)as applicable, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries the other Loan Parties in the United States as of the immediately preceding April 1January 1st or July 1st, July as applicable. The Reserve Report as of January 1st and delivered on or before March 31th of each year (the “January 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by one or more Approved Petroleum Engineers, and each other Reserve Report of each year may be prepared in form reasonably acceptable by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated January 1 Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver For any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that Interim Redetermination requested by the Administrative Agent notifies or the Company in writing that any Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report constitutes a Disputed Reserve Report (including with an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and “as of” date as required by the Administrative Agent may requestas soon as possible, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Subsidiaries owns the other Loan Parties 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary other Loan Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their proved Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereof, (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of the proved Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.14(a) and (vii) attached thereto is a computation of Total Proved PV-9 for the Oil and Gas Properties evaluated in such Reserve Report.

Appears in 2 contracts

Sources: Credit Agreement (Sundance Energy Inc.), Credit Agreement (Sundance Energy Australia LTD)

Reserve Reports. (a) On or before March 1 and September 1 of each year (beginning March year, commencing September 1, 2025)2021, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report evaluating, as of the immediately preceding December 31 (or January 1) and June 30 (or July 1), respectively, the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America and other applicable Oil and Gas Properties of the Credit Parties that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report (i) as of December 31 (or January 1) shall be prepared by one or more Approved Petroleum Engineers evaluating and (ii) June 30 (or July 1) shall, at the Oil and Gas Properties sole election of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1Borrower, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. x) be prepared by one or more Approved Petroleum Engineers or (by) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared Borrower or a Restricted Subsidiary in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report and shall be adjusted to reflect or the production levels since the delivery of the most recent Initial Reserve Report, if no December 31 Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise has been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Reportdelivered. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable 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 provide such Reserve Report with an “as of” date as required by the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Reportsoon as possible, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two (2) Business Days of) no later than 45 days, in the delivery case of any Interim Redetermination requested by the Borrower or 60 days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, Agent a Reserve Report Certificate from an Authorized Officer of the Technical Agent and the Lenders Borrower certifying that in all material respects: (i) a database in the case of Reserve Reports prepared by or under the supervision of the Oil and Gas Properties evaluated in chief engineer of the Borrower or a Restricted Subsidiary, such Reserve Report and has been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) as of a certificate substantially recent date of determination,, a true and complete list of all material commodity Hedge Agreements of the Borrower and each Credit Party, the material terms thereof (in respect of the type, term, effective date, termination date and notional amounts or volumes), the net ▇▇▇▇-to-market value thereof (as of such recent date of determination and for which a ▇▇▇▇-to-market value is reasonably available); (iii) for each calendar month during the then current fiscal year to date, the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Borrowing Base Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month; (iv) the information contained in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (v) assuming that all applicable Governmental Authorities have granted approvals, (B) made recordations and taken such other actions as are necessary in connection with the Company Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, the Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas Borrowing Base Properties evaluated in such Reserve Report (other than those (w) to be acquired in connection with an acquisition, (x) Disposed of since delivery of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 9.0310.2; (vi) except as set forth on an exhibit to such certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.17 with respect to its the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Dvii) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report 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 (viii) the certificatecertificate shall also attach, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is schedules thereto, a list of (1) all material marketing agreements (which are not cancellable on 60 days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report which for the Company could reasonably be expected sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that represent in respect of such agreements 2.5% or more of the Credit Parties’ average monthly production of Hydrocarbon volumes and that have been obligated to list on Schedule 7.19 had a maturity date or expiry date of longer than six months from the last day of such agreement been in effect on fiscal year or period, as applicable and (2) all Borrowing Base Properties evaluated by such Reserve Report that are Collateral and demonstrating compliance with (calculated at the date hereoftime of delivery of such Reserve Report) the Collateral Coverage Minimum.

Appears in 2 contracts

Sources: Credit Agreement (Vine Energy Inc.), Credit Agreement (Vine Energy Inc.)

Reserve Reports. (a) On or before March 1 Prior to the Discharge of each year (beginning March 1, 2025), First Lien First Out Obligations the Company Borrower shall furnish to the Administrative Agent any Reserve Report prepared for the First Lien First Out Administrative Agent, to the Technical extent the First Lien First Out Administrative Agent and requests such Reserve Report. (b) Following the Lenders Discharge of First Lien First Out Obligations, the Borrower shall provide a Reserve Report prepared by one on or more Approved Petroleum Engineers evaluating before April 1st (the Oil “April 1st Reserve Report”) and Gas Properties October 1st (the “October 1st Reserve Report”) of the Company and its Subsidiaries each year evaluating, as of the immediately preceding January 1 and July 1, respectively December 31st (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. April 1st Reserve Report) or June 30th (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update with respect to the most recently delivered Third-Party October 1st Reserve Report) the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America) that the Borrower desires to have included in any calculation of the First Lien Asset Coverage Ratio. Each Reserve Report evaluating will, at the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1Borrower’s option, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report be either (i) shall be prepared by an Approved Petroleum Engineer or (ii) prepared by or under the supervision of the Borrower’s chief engineer and in the case of the Company who shall certify such April 1st Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of audited by an Approved Petroleum Engineer, a ; provided that (x) the Reserve Report evaluating the Oil and Gas Properties for December 31st of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable each year shall be substantially similar to the Administrative Agent, so long as such Approved Petroleum Engineer(sBorrower’s year-end reserve report filed with the SEC and (y) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery for June 30th of each Reserve Report, year shall be prepared in a customary fashion substantially similar to past reserve reports delivered under the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns 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 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached 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 Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofFirst Lien First Out Credit Agreement.

Appears in 2 contracts

Sources: Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)

Reserve Reports. (a) On or before March 1 April 1st, July 1st, October 1st and January 1st of each year (beginning March commencing April 1, 2025)2014, and until but not including April 1, 2015, and on or before April 1st and October 1st of each year, commencing April 1, 2015, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report evaluating at least 95% of the net present value of the Oil and Gas Properties constituting Proved Reserves of the Borrower and its Restricted Subsidiaries as of the immediately preceding January 1st, April 1st, July 1st and October 1st. In addition, on or before any January 1st or July 1st, as applicable, immediately preceding any Optional Scheduled Redetermination Date, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating at least 95% of the net present value of the Oil and Gas Properties that constitute Proved Reserves of the Borrower and its Restricted Subsidiaries with an “as of” date that is four months prior to the applicable Scheduled Redetermination Date or otherwise reasonably acceptable to the Administrative Agent. The Reserve Report as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers evaluating the Oil Engineers, and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party each other Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) required hereunder shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party 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 and shall be adjusted to reflect with an “as of” date as required by the production levels since the delivery of the most recent Reserve Report (including the removal of Administrative Agent as soon as possible, but in any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirtyevent no later than forty-five (3545) days after following the delivery receipt of such Replacement Reserve Reportrequest. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying thatthat in all material respects: (A) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respectscorrect, (B) subject to Immaterial Title Deficiencies, the Company Borrower or its Restricted Subsidiaries owns good and defensible title to the Oil Proved Reserves of the Borrower and Gas Properties its Restricted Subsidiaries evaluated in such Reserve Report and such Properties are free of all Liens except for Excepted Liens permitted by Section 9.03and Liens securing the Secured Obligations, (C) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its such Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and Agent, (E) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (F) 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 the Oil and Gas Properties evaluated in such Reserve Report that the value of such Mortgaged Properties represent in compliance with Section 8.14(a), and (ii) a report setting forth, for each calendar month during the then current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Proved Reserves of the Borrower and its Restricted Subsidiaries, and setting forth 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.

Appears in 2 contracts

Sources: Credit Agreement (Eclipse Resources Corp), Credit Agreement (Eclipse Resources Corp)

Reserve Reports. (a) On or before March 1 31 and September 30 of each year (beginning March 1year, 2025)commencing September 30, 2011, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries as of the immediately preceding April 1, January 1st and July 1st. The Reserve Report as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers. The Reserve Report as of July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) of each year shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June January 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, Lenders a Reserve Report evaluating prepared by or under the Oil and Gas Properties supervision of the Company chief engineer of the Borrower who shall certify such Reserve Report to be true and its Subsidiaries as of accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after For any Interim Redetermination requested by the delivery of any Replacement Reserve ReportAdministrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Replacement Reserve Report with an “as of” date, which shall constitute be not more than 45 days prior to the Most Recently Delivered Reserve Report until date of delivery, as required by the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derivedAdministrative Agent as soon as possible, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two no later than forty-five (245) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects, : (Bi) the Company or its Subsidiaries owns good and defensible title except as set forth on an exhibit 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 9.03certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary of its Subsidiaries to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, therefore and (Dii) none of their Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached 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 Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofAgent.

Appears in 2 contracts

Sources: Credit Agreement (LRR Energy, L.P.), Credit Agreement (LRR Energy, L.P.)

Reserve Reports. (a) On or before March 1 31 of each year (beginning March 1, 2025), the Company shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries but effective as of the immediately preceding December 31) and on or before September 30 of each year (but effective as of the preceding June 30), Borrowers shall cause the preparation and delivery to Lender of petroleum engineering reports in a form satisfactory to Lender (collectively, the "Reserve Reports" and individually, a "Reserve Report"). Lender shall also have the right to request and receive from Borrowers, within 90 days of such request, one additional Reserve Report during the course of each calendar year, which shall update the 921350_11 last Reserve Report previously delivered by Borrowers with an effective date of no earlier than 90 days prior to the date of delivery of such additional Reserve Report. Each Reserve Report to .be delivered hereunder shall be prepared by an Engineer; provided that, with regard to the Reserve Report effective January 1 and July 1, respectively (each2006 and thereafter, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD Lender approves ▇▇▇▇▇▇▇ once per fiscal year. (b) On or before June Petroleum Consultants, Ltd., as the Engineer unless, for periods following January 1, September 1 2006, Lender provides Borrowers 60-day prior written notice that Lender does not consider such Person a satisfactory Engineer. All Reserve Reports required by this paragraph shall be prepared at Borrowers' sole expense. Each Reserve Report shall set forth updated estimates of Proved Reserves which are further categorized as Proved Developed Producing Reserves, Proved Developed Non-Producing Reserves, Proved Undeveloped Reserves, and December 1 shall also set forth projected production profiles and overall economics of the Properties. Furthermore, the additional parameters and guidelines set forth on Schedule 7.1(e) shall also be applied in the preparation of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report. Each Reserve Report evaluating will be based on the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report following assumptions: (i) shall Oil and gas pricing used will be prepared determined by or under Lender based on eighty-five percent (85%) of futures market prices reduced by, in Lender's sole discretion, (A) the supervision of historical average basis differential between the chief engineer of pricing employed by independent third-party over-the-counter counterparties compared to the Company who shall certify such Reserve Report update prevailing wellhead prices at the production location and (B) any other adjustments as may be necessary including but not limited to be true gathering, transportation, and accurate in all material respects processing fees, and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be further adjusted to reflect the production levels since the delivery economic effect of the most recent Reserve Report (including the removal of transactions under any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and Permitted Swap Agreement. (ii) shall Average lease operating expenses and production taxes will be based on an updated Five-Year Strip Price as of derived by the date that is five Engineer(s) who prepare such report from the Operator's best estimate and, in any event, not less than the historical operating expenses, subject to Lender's approval (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company which shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Reportunreasonably withheld). (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns 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 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached 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 Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereof.

Appears in 1 contract

Sources: Advancing Term Credit Agreement (Westside Energy Corp)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning year, commencing March 1, 2025)2006, the Company Borrowers shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report as of December 31 of each year (and delivered on or before March 1 of the immediately following year) shall be prepared by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party June 30 Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On delivered on or before June September 1, September 1 and December 1 ) of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared either by or under the supervision of the chief engineer of the Company Borrowers who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party January 1 Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable Engineers. (b) In the event of a determination of the PV-10 as of a specified date other than January 1 and July 1, the Borrowers shall furnish to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From Agent and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of Lenders a Reserve Report prepared either by or under the supervision of the chief engineer of the Borrowers who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the terms hereof. To procedures used in the extent a Replacement immediately preceding January 1 Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportby one or more Approved Petroleum Engineers. (dc) With the delivery of each Reserve Report, the Company Borrowers shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii1) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying thatthat in all material respects: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in connection therewith is true and correct, and no statements or conclusions exist in such Reserve Report prepared by which are based upon or include misleading information or which fail to take into account material information regarding the Company is true and correct in all material respectsmatters reported therein to the extent such misstatement, misleading information or failure could reasonably be expected to have a Material Adverse Effect, (Bii) the Company Borrowers or its the Subsidiaries owns own good and defensible title to to, or valid and enforceable leasehold interests in, the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached 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 Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereof.by

Appears in 1 contract

Sources: Second Lien Term Loan Agreement (Quest Resource Corp)

Reserve Reports. (a) On or before March 1 Within (i) five (5) Business Days following the date hereof, (ii) sixty (60) days following the end of each fiscal year of the Borrower (beginning March 1commencing with the fiscal year ending December 31, 20252019) and (iii) thirty (30) days after the end of the second fiscal quarter of the Borrower (commencing with the fiscal quarter ended June 30, 2020), in each case, the Company Borrower shall furnish to the Administrative Agent, Agent (for distribution to the Technical Agent and the Lenders Lenders) a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries evaluating, as of the immediately preceding December 31 (or January 1 and July 1) or June 30, respectively (each, a “Third-Party Reserve Report”). Additionallyas applicable, the Technical Agent may request a Third Party Proved Reserves of the Borrower and Guarantors, which Reserve Report with respect to in the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 case of each year December 31 (beginning December or January 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) report shall be prepared or audited by the Borrower’s independent reserve engineers and each other Reserve Report shall be prepared internally by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent December 31 (or January 1) Reserve Report (including or if such December 31 (or January 1) Reserve Report has not yet been provided hereunder, the removal of any cash flows attributable to the production during the time period immediately prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as at the request of the date that is five Administrative Agent (5) Business Days prior to delivery at the direction of the Required Lenders), accompanied by supporting documentation evidencing the production and cost estimates utilized in such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (cb) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within Within thirty (30) days after such engagement (i) the Petition Date and (ii) the written request (which request shall set forth the applicable date of an Approved Petroleum Engineer, a Reserve Report evaluating determination) by the Oil and Gas Properties Administrative Agent (at the direction of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”Required Lenders), prepared by one or more Approved Petroleum Engineers acceptable the Borrower shall furnish to the Administrative AgentAgent (for distribution to the Lenders) a Roll Forward Reserve Report evaluating, so long as such Approved Petroleum Engineer(sof (x) did not deliver such Disputed August 1, 2019 in the case of the Roll-Forward Reserve Report. From Report delivered pursuant to clause (i) above, or (y) the date of determination specified in the case of the Roll-Forward Reserve Report delivered pursuant to clause (ii) above, the Proved Reserves of the Borrower and after the delivery of any Replacement Reserve Report, such Replacement Guarantors which Roll-Forward Reserve Report shall constitute be prepared by or under the Most Recently Delivered supervision of the chief engineer of the Borrower who shall certify such Roll-Forward Reserve Report until to be true and accurate in all material respects; provided that, the next subsequent delivery of Administrative Agent may not request a Roll-Forward Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or pursuant to clause (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from above more than one (1) time during the values included in the Disputed Reserve Report in respect term of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportthis Agreement. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, Agent (for distribution to the Technical Agent and the Lenders (iLenders) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate Certificate substantially in the form of Exhibit H I (each, a “Reserve Report Certificate”) from a Responsible Officer certifying thatthat in all material respects: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information delivered in connection therewith is true and correct, and (ii) none of the Proved Reserves included in such Reserve Report prepared by have been transferred, assigned or otherwise disposed of since the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns good and defensible title to the date of such Reserve Report except for those Oil and Gas Properties evaluated described in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report have certificate as having 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached 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 Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofdisposed of.

Appears in 1 contract

Sources: Senior Secured Debtor in Possession Term Loan Credit Agreement (Sanchez Energy Corp)

Reserve Reports. (a) On or before Before March 1 1st and September 1st of each year (beginning March 1, 2025)year, the Company Borrowers shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrowers and its their Subsidiaries as of the immediately preceding April 1December 31st and June 30th, July 1 and October 1, respectively (each, an “Updated Reserve Report”)as applicable. Each Updated The Reserve Report (i) to be delivered on or before March 1st of each year shall be prepared by one or more Approved Petroleum Engineers, and the Reserve Report to be delivered on or before September 1st of each year shall be prepared by or under the supervision of the chief engineer of the Company who Borrowers. In each case, the chief engineer of each Co-Borrower shall certify such Reserve Report update is to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrowers shall furnish to the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, Lenders a Reserve Report evaluating prepared by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries as chief engineer of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as Borrowers who shall certify such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report to be to be true and accurate and to have been prepared in accordance with the terms hereofprocedures used in the immediately preceding Reserve Report. To For any Interim Redetermination requested by the extent a Replacement Administrative Agent or the Borrowers pursuant to Section 2.07(b), the Borrowers shall provide such Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derivedwith an “as of” date as required by the Administrative Agent as soon as possible, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two no later than forty-five (245) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrowers shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer from each Co-Borrower certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrowers or its their Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrowers or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of the Borrowers’ and their Subsidiaries’ Oil and Gas Properties evaluated in the 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 its proved Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and Agent, (v)attached to the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the Most Recently Delivered most recently delivered Reserve Report which the Company Borrowers could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Collateral and that the Engineered Value of such Oil and Gas Properties represent at least eighty percent (80%) (by value) of all Oil and Gas Properties of the Loan Parties evaluated in the Reserve Report delivered to the Administrative Agent most recently prior to the Reserve Report attached to such certificate.

Appears in 1 contract

Sources: Credit Agreement (Sanchez Energy Corp)

Reserve Reports. (ai) On or before March 1 15th of each year (beginning year, commencing March 115, 2025)2026, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Loan Parties and its their Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”)December 31st. Each Updated Such Reserve Report (i) will be prepared by one or more Approved Independent Engineers that have completed an independent engineering evaluation of the reserves attributable to the Loan Parties’ Oil and Gas Properties, and shall be prepared at the Borrower’s expense. On or before September 15th of each year, commencing September 15, 2026, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Loan Parties and their Subsidiaries as of the immediately preceding June 30th. Such September 15th Reserve Report will be internally prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report Borrower and will update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement recently delivered March 15th Reserve Report. (cii) In that event that the Administrative Agent notifies the Company in writing that At any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report)time, then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may commission an additional Reserve Report by the Approved Independent Engineer, provided that, except as set forth in the foregoing clause (i) or unless an Event of Default has occurred and is continuing, (A) such Reserve Report shall be at the Lenders’ expense and (B) the Administrative Agent may exercise its right under this Section 5.01(n)(ii) no more than one (1) time during any 12-month period. (iii) The Borrower agrees at all times to cooperate with and provide such information requested by the Approved Independent Engineer. (iv) The Borrower may request, and the Company shall engage no more than one (1) time during any 12-month period, to have an Approved Petroleum Engineer that has not delivered a Disputed additional Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Independent Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement or an internally prepared Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derivedbut only if, in any part, from the values included in the Disputed Reserve Report in respect of connection with such Replacement Reserve Report, then in either caserequest, the Company Loan Parties or any of their Subsidiaries shall deliver, promptly following (and in have acquired any event within two (2) Business Days of) new producing ▇▇▇▇▇ or production has come online at a well since the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement most recently delivered or prepared Reserve Report. (dv) With the delivery of each Reserve Reportsuch information specified in the foregoing clause (i), the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying thatthat in all material respects: (A) the factual information upon which such Reserve Report is based and any factual information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects(other than forecasted or forward-looking information), (B) the Company or its Subsidiaries owns Loan Parties own good and defensible title to the Oil and Gas Properties constituting Collateral evaluated in such Reserve Report engineering information and such Properties are free of all Liens except for Liens permitted by Section 9.03Permitted Liens, (C) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 4.01(w) with respect to its the Oil and Gas Properties constituting Collateral evaluated in such Reserve Report which would require the Company or any Subsidiary Loan Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties constituting Proved Reserves at some future time without then or thereafter receiving full payment therefor, (D) none of their the Oil and Gas Properties constituting Collateral to be evaluated in the previous reserve report such Reserve Report have been sold disposed of since the date of the last Reserve Report certificate delivered pursuant to this Section 5.01(n)(v), except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course constituting Collateral disposed of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) its reasonable discretion and (E) attached thereto is a list certifying that 100% of all marketing agreements entered into subsequent the Loan Parties and their Subsidiaries’ Oil and Gas Properties consisting of Proved Reserves are Mortgaged Properties, subject to the later of the date hereof or the Most Recently Delivered Reserve Report which the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been time period for delivering Mortgages set forth in effect on the date hereofSection 5.01(m).

Appears in 1 contract

Sources: Senior Secured Term Loan Credit Agreement (Kosmos Energy Ltd.)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March year, commencing January 1, 2025)2008, the Company Companies shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers reserve report evaluating the Oil and Gas Properties of the Company and its Subsidiaries Companies as of the immediately preceding January 1 and or July 1, respectively (each, a “Third-Party Reserve Report”)as applicable. Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December The reserve report as of January 1 of each year (beginning December 1shall be prepared by one or more approved petroleum engineers, 2024), and the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) reserve report of each year shall be prepared by or under the supervision of the chief engineer of the Company Companies who shall certify such Reserve Report update 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 Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June January 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Reportreserve report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (db) With the delivery of each Reserve Reportreserve report, the Company Companies shall provide to the Administrative Agent, the Technical Agent and the Lenders a certificate certifying that in all material respects: (i) a database of the information contained in the reserve report and any other information delivered in connection therewith is true and correct, (ii) the Companies have good and defensible title to the working interests and net revenue interests in the Oil and Gas Properties evaluated in such Reserve Report reserve report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens liens except for Liens liens permitted by Section 9.034.9, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report reserve report which would require the either Company or any Subsidiary to deliver Hydrocarbons hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold since the date of the last Reserve Report except as set forth on an exhibit certificate, (v) attached to the certificate, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto 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 most recently delivered reserve report, and (vi) attached thereto is a schedule of the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had Oil and Gas Properties evaluated by such agreement been in effect on the date hereofreserve report.

Appears in 1 contract

Sources: Securities Purchase Agreement (True North Energy CORP)

Reserve Reports. (a) On or before March Not less than forty-five (45) days prior to each December 1 of each year (beginning March and June 1, 2025)commencing December 1, 2006, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report for June 1 shall be prepared by one certified independent petroleum engineers or more Approved Petroleum Engineers evaluating other independent petroleum consultant(s) acceptable to the Oil Agent and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and for December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate and to have been prepared in all material respects accordance with the procedures used in the immediately proceeding June 1 Reserve Report. (b) In the event of an unscheduled Asset Coverage Test, the Borrower shall furnish to the Agent and the Lenders, a Reserve Report prepared by, or under the supervision of, the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report. For any unscheduled Asset Coverage Test requested by the Majority Lenders or the Borrower pursuant to Section 9.29, the Borrower shall provide such Reserve Report and shall be adjusted to reflect with an "as of" date as required by the production levels since the delivery of the most recent Reserve Report (including the removal of Agent as soon as possible, but in any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report)event, and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties receipt of the Company and its Subsidiaries as of request by the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) Lenders, a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) , to the factual information upon which such Reserve Report is based best of his knowledge and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects: (i) the historical information delivered in connection therewith to the preparers of such report is true and correct, (Bii) the Company or its Borrower and the Active Subsidiaries owns 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 9.039.02, and such Properties comply with all Environmental Laws except for Environmental Matters permitted by Section 7.17, (Ciii) except as set forth on an Exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary its Subsidiaries to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their its Oil and Gas Properties evaluated in the previous reserve report have been sold since the date of the last Reserve Report except as set forth on an exhibit Exhibit to the certificate, which exhibit certificate shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent Agent, (v) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in working interest or net revenue interest in its Oil and Gas Properties occurring and the Technical Agent reason for such change, (in consultation with the Supermajority Lenders) and (Evi) attached thereto to the certificate is a list of all marketing agreements entered into subsequent Persons disbursing proceeds to the later Borrower from its Oil and Gas Properties and (vii) except as set forth on a schedule attached to the certificate all of the date hereof or the Most Recently Delivered Oil and Gas Properties evaluated by such Reserve Report which the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofare Mortgaged Property.

Appears in 1 contract

Sources: Subordinate Credit Agreement (Crimson Exploration Inc.)

Reserve Reports. (a) On or before March 1 April 1st and October 1st of each year, the Issuer shall furnish to the Agent and the HoldersRequesting Purchasers a Reserve Report evaluating the Oil and Gas Properties constituting Proved Reserves of the Issuer and its Subsidiaries as of the immediately preceding December 31st and June 30th, as applicable. (i) Each Reserve Report as of December 31st and delivered on or before April 1st of each year (beginning March 1, 2025the “December 31 Reserve Report”), the Company shall furnish to the Administrative Agentbe prepared by one or more Approved Petroleum Engineers, the Technical Agent and the Lenders a (ii) each Reserve Report as of June 30th delivered on or before October 1st of each year shall be prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or internally under the supervision of the chief engineer of the Company Issuer who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31 Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (db) With the delivery of each Reserve Report, the Company Issuer shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) HoldersRequesting Purchasers a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate Certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) I from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) except as set forth on an exhibit to the Company certificate, the Issuer or its Subsidiaries owns the other Note Parties own good and defensible title to the 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 9.037.3, (Ciii) except as set forth on an exhibit to the certificate, (A) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 4.18 with respect to its the Oil and Gas Properties evaluated in such Reserve Report which would require the Company Issuer or any Subsidiary other Group Member to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefor and (B) there are no take-or-pay or ship-or-pay contracts that have not been disclosed in a previous Reserve Report Certificate, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report constituting Proved Reserves have been sold (other than Hydrocarbons sold in the ordinary course of business) since the date of the last Reserve Report certificate delivered pursuant to this section except as set forth on an exhibit to the certificate, which exhibit shall list all of its Oil and Gas Properties constituting Proved Reserves sold (other than Hydrocarbons sold in the ordinary course of business business) and in such detail as reasonably required by the Administrative Agent and the Technical Agent Requisite HoldersDesignated Holder, (in consultation with the Supermajority Lenders) and (Ev) attached thereto to the certificate is a list of all marketing agreements entered into by a Group Member subsequent to the later of the date hereof or the Most Recently Delivered most recently delivered Reserve Report which the Company Issuer could reasonably be expected to have been obligated to list on Schedule 7.19 4.19 had such agreement been in effect on the date hereofSecond Amendment Effective Date and (vi) 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 Proved Developed Producing PV-10 of the Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 6.13(a) (the certificate described herein, the “Reserve Report Certificate”). For the avoidance of doubt, the requirement to provide a Reserve Report Certificate shall require the delivery of such Reserve Report Certificate at the time each Reserve Report is delivered.

Appears in 1 contract

Sources: Note Purchase Agreement (Silverbow Resources, Inc.)

Reserve Reports. (a) On or before March April 1 and October 1 of each year (beginning March year, commencing April 1, 2025)2020, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared (other than, for the avoidance of doubt, the Closing Date Reserve Report) evaluating, as of the immediately preceding December 31 and June 30, the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America and other applicable Oil and Gas Properties of the Credit Parties. Each Reserve Report as of December 31 and June 30 shall be prepared, at the sole election of the Borrower, (x) by one or more Approved Petroleum Engineers evaluating or (y) by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries chief engineer of the Borrower or a Restricted Subsidiary; provided that Reserve Reports as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 31 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be that are prepared by or under the supervision of the chief engineer of the Company who Borrower or a Restricted Subsidiary shall, in each case, be accompanied by an audit letter issued by the applicable Approved Petroleum Engineer that has audited at least 80% of the Proved Reserves attributable to the Reserve Report Properties of the Credit Parties by value. (b) In addition to each Reserve Report delivered pursuant to clause (a) above, the Borrower shall certify furnish to the Administrative Agent a Reserve Report upon request by the Administrative Agent with an “as of” date, as soon as possible, but in any event no later than 60 days following the receipt of such request (each, an “Interim Reserve Report”). Notwithstanding anything to the contrary in this Agreement, following any such request therefore by the Administrative Agent and until delivery thereof by the Borrower in accordance with this clause (b), the Lenders shall not be required to make any Loans to the Borrower. (c) With the delivery of each Reserve Report under clauses (a) and (b), the Borrower shall provide to the Administrative Agent a Reserve Report Certificate from an Authorized Officer of the Borrower certifying that in all material respects: (i) in the case of Reserve Reports prepared by or under the supervision of the chief engineer of the Borrower or a Restricted Subsidiary (other than December 31 Reserve Reports), such Reserve Report update to be true and accurate in all material respects and to have has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report and shall be adjusted to reflect or the production levels since Closing Date Reserve Report, if no December 31 Reserve Report has been delivered; (ii) as of the delivery last Business Day of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 recently ended fiscal year or December 1period, as applicable, due to a true and complete list of all material commodity Hedge Agreements of the existence Borrower and each Credit Party, the material terms thereof (in respect of a Disputed Reserve Report Periodthe type, then the Company shall be required to deliver an Updated Reserve Report as of April 1 term, effective date, termination date and notional amounts or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Reportvolumes), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten net ▇▇▇▇-to-market value thereof (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 last Business Day of such fiscal year or July 1period, as applicable and for which a ▇▇▇▇-to-market value is reasonably available); (a “Replacement Reserve Report”)iii) for each calendar month during the then current fiscal year to date, prepared by one or more Approved Petroleum Engineers acceptable the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the Administrative Agent, so long as prices at which such Approved Petroleum Engineer(ssales were made and the revenues derived from such sales) did not deliver for each such Disputed Reserve Report. From and after calendar month from the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute Properties, and setting forth the Most Recently Delivered Reserve Report until related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month; (iv) the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included information contained in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially any other information delivered in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (v) assuming that all applicable Governmental Authorities have granted approvals, (B) made recordations and taken such other actions as are necessary in connection with the Company Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, the Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas Reserve Report Properties evaluated in such Reserve Report (other than those (w) to be acquired in connection with an acquisition, (x) Disposed of since delivery of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Reserve Report Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 9.0310.2; (vi) except as set forth on an exhibit to such certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.17 with respect to its the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Dvii) none of their Oil and Gas the Reserve Report Properties evaluated in the previous reserve report have been sold Disposed of since the date of the last Reserve Report except as set forth on an exhibit delivered to the certificate, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and pursuant to this Section 9.14 except those Reserve Report Properties listed on such certificate as having been Disposed of; and (viii) the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is certificate shall also attach, as schedules thereto, a list of (1) all material marketing agreements (which are not cancellable on 60 days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report which for the Company could reasonably sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that represent in respect of such agreements 2.5% or more of the Credit Parties’ average monthly production of Hydrocarbon volumes and that have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable and (2) all Reserve Report Properties evaluated by such Reserve Report that are Collateral and demonstrating compliance with (calculated at the time of delivery of such Reserve Report) the “Collateral Coverage Minimum” (as such term is defined in the First Lien Credit Agreement). (d) No later than one Business Day after the date of delivery to the First Lien Administrative Agent (or any lender under the First Lien Facility) under the First Lien Credit Agreement (or any agent or lender in respect of any Permitted Refinancing Indebtedness in respect thereof) of any “Reserve Report” or “Reserve Report Certificate” (as such terms may be expected defined therein), the Borrower shall furnish a true and complete copy thereof to the Administrative Agent. (e) Notwithstanding anything to the contrary contained in Section 9.14(a) and (c), unless a Default or Event of Default has occurred and is continuing the Borrower shall be deemed to have been obligated complied with Section 9.14(a) and (c) (other than to list on Schedule 7.19 had the extent such agreement been requirements relate to any Interim Reserve Report) to the extent that the Borrower has delivered each of the items required pursuant to and in effect on the date hereofaccordance with Section 9.14(d).

Appears in 1 contract

Sources: Credit Agreement (Vine Energy Inc.)

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

Appears in 1 contract

Sources: Limited Waiver and Amendment to Senior Secured Credit Agreement (Phoenix Energy One, LLC)

Reserve Reports. (a) On or before March 1 of each year (beginning March November 1, 2025)2011, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its the Subsidiaries as of June 30, 2011. This Reserve Report shall include the ENP Oil and Gas Properties regardless of whether the ENP Transaction has been consummated by such date. Thereafter, on or before March 1 and September 1 of each year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Borrower and the Subsidiaries as of the immediately preceding April 1, July 1 December 31st and October 1, respectively June 30th, (each, an “Updated Reserve Report”). Each Updated i) the Reserve Report as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers and shall use economic parameters (iincluding but not limited to, hydrocarbon prices, escalation rates, discount rate assumptions, and other economic assumptions) acceptable to Administrative Agent, and (ii) the Reserve Report as of June 30 of each year (including as of June 30, 2011) shall be prepared by or under the supervision of the chief engineer operating officer of the Company who Borrower 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. The chief operating officer of the Borrower shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 30 Reserve Report. (cb) In that the event that of an Interim Test, the Borrower shall furnish to the Administrative Agent notifies and the Company in writing that any Lenders a Reserve Report constitutes a Disputed prepared by or under the supervision of the chief operating officer of the Borrower who shall certify such Reserve Report (including an Updated to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for . For any purpose under this Agreement, and Interim Test or other test requested by the Administrative Agent may requestor the Borrower pursuant to Section 2.07(b), and the Company Borrower shall engage an Approved Petroleum Engineer that has not delivered a Disputed provide such Reserve Report within ten (10) days of such requestwith an "as of" date as required by the Administrative Agent as soon as possible, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects, (Bii) the Company Borrower or its the Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalancesMaterial Gas Imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent Agent, (v) 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 the Technical Agent (in consultation with Subsidiaries during the Supermajority Lenders) twelve month period ended as of the immediately preceding December 31st or June 30th, as applicable and (Evi) attached thereto is a list of all marketing agreements entered into subsequent to the later schedule of the date hereof or the Most Recently Delivered Oil and Gas Properties evaluated by such Reserve Report which that are Mortgaged Properties and demonstrating the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had percentage of the total value of the Oil and Gas Properties that the value of such agreement been Mortgaged Properties represent in effect on the date hereofcompliance with Section 8.14(a).

Appears in 1 contract

Sources: Term Loan Agreement (Vanguard Natural Resources, LLC)

Reserve Reports. (a) On or before March 1 May 15, 2019 and thereafter on or before February 1st and August 1st of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries the other Loan Parties as of May 1, 2019 or the immediately preceding April 1January 1st or July 1st, July as applicable. The Reserve Report as of January 1st and delivered on or before February 1st of each year (the “January 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) , shall be prepared by one or more Approved Petroleum Engineers, and the Reserve Report as of May 1, 2019 and delivered on or before May 20, 2019 and each Reserve Report as of July 1st and delivered on or before August 1st of each year shall be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and and, except as otherwise specified therein, to have been prepared in accordance with the procedures used in the immediately preceding Third-Party January 1 Reserve Report. (b) In the event of a request for an Interim Redetermination pursuant to Section 2.07(b), the Borrower shall furnish to the Administrative Agent a Reserve Report and shall be adjusted to reflect prepared by or under the production levels since the delivery supervision of the most recent chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in 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 (including 30) days following the removal of any cash flows attributable to the production during the time period prior to the delivery receipt of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date request; provided that is five (5) Business Days at any time prior to delivery of such Updated Reserve Report and shall otherwise the Administrative Agent may, or at the direction of the Required Lenders shall, elect to use the most recently delivered Reserve Report, which such Reserve Report may be rolled forward” forward in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Reportcustomary manner. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) Certificate from a Responsible Officer certifying thatthat in all material respects: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects, it being understood and agreed that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Loan Parties and production and cost estimates contained in the Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate, (Bii) except as set forth on an exhibit to the Company Reserve Report Certificate, the Borrower or its Subsidiaries owns the other Loan Parties 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 9.03, (Ciii) except as set forth on an exhibit to the Reserve Report Certificate, (A) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary other Loan Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefor and (B) there are no take-or-pay or ship-or-pay contracts that are not then being disclosed or that have not been disclosed in a previous Reserve Report Certificate, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold (other than Hydrocarbons sold in the ordinary course of business) 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 its Oil and Gas Properties sold (other than Hydrocarbons sold in the ordinary course of business business) and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto to the Reserve Report 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof and (vi) 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 PV-9 of the Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.14(a) (the certificate described herein, the “Reserve Report Certificate”).

Appears in 1 contract

Sources: Senior Secured Revolving Credit Agreement (Goodrich Petroleum Corp)

Reserve Reports. (a) On or before March 1 Reserve Reports pertaining to the three-month period ending January 31st, April 30th, July 31st and October 31st of each year (beginning March 1, 2025), the Company shall furnish with such Reserve Reports to the be delivered to Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On on or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1, October 1 and January 1 of each year, respectively); prepared by petroleum engineers employed by Borrower (or in the case of any Reserve Report pertaining to the three-month period ending October 131st of each year, respectively (each, by an “Updated Reserve Report”Approved Engineer). Each Updated Reserve Report shall be in form and substance satisfactory to Administrative Agent, and shall: (i) shall be prepared accompanied by or under the supervision a certification of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable Borrower to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date effect that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that nothing has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns 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 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold occurred since the date of the last Reserve Report except as set forth on an exhibit to the certificate, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached 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 Company that could reasonably be expected to have result in a Material Adverse Change, except that which has previously been obligated disclosed to list on Schedule 7.19 had such agreement been Administrative Agent in effect on writing; (ii) be accompanied by a reconciliation showing any changes in the Oil and Gas Property Collateral (other than Proved Undeveloped Reserves) since the date hereofof the most recent of such Reserve Report in Borrower’s (or such Subsidiaries’, as the case may be) Working Interest or Net Revenue Interest; (iii) be accompanied by a report, electronically delivered, containing a schedule of the Oil and Gas Collateral evaluated in such Reserve Report and demonstrating compliance with the Asset Coverage Ratio set forth in Section 7.17(b), and (iv) contain such other information as may be requested by Administrative Agent. Each delivery of a Reserve Report by Borrower to Administrative Agent also shall constitute a representation and warranty by Borrower to Administrative Agent that, unless otherwise disclosed to Administrative Agent in writing on or prior to the date of such delivery, (I) Borrower (or its Subsidiary, as the case may be) owns the Oil and Gas Properties described in the Reserve Report, free and clear of any Liens (except Permitted Liens), and (II) the Oil and Gas Properties described in such Reserve Report constitute ninety-five percent (95%) or more of the value of the Loan Parties’ Proved Developed Producing Reserves and Proved Developed Non-Producing Reserves.

Appears in 1 contract

Sources: Loan Agreement (Miller Energy Resources, Inc.)

Reserve Reports. (a) On or before March 1 February 28th (or February 29th, as applicable) and July 31st of each year (beginning March 1year, 2025)commencing February 28, 2003, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party June 30 Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer Manager of Reservoir Engineering of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31 Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies and the Company in writing that any Lenders a Reserve Report constitutes a Disputed prepared by or under the supervision of the Manager of Reservoir Engineering of the Borrower who shall certify such Reserve Report (including an Updated to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for . For any purpose under this Agreement, and Interim Redetermination requested by the Administrative Agent may requestor the Borrower pursuant to Section 2.07(b), and the Company Borrower shall engage an Approved Petroleum Engineer that has not delivered a Disputed provide such Reserve Report within ten (10) days of such requestwith an "as of" date as required by the Administrative Agent as soon as possible, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Material Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Material Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof and 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 Borrowing Base that the value of such Mortgaged Properties represent.

Appears in 1 contract

Sources: Credit Agreement (St Mary Land & Exploration Co)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report as of the immediately preceding December 31 or June 30, as applicable. The Reserve Report as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers evaluating petroleum engineers reasonably acceptable to the Oil Administrative Agent and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party June 30 Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated December 31 Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver For any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that Interim Redetermination requested by the Administrative Agent notifies or the Company in writing that any Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report constitutes a Disputed Reserve Report (including with an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and “as of” date as required by the Administrative Agent may requestas soon as possible, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate from a Responsible Officer, in substantially in the form of Exhibit H G hereto (a the “Reserve Report Certificate”) from a Responsible Officer ), certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information provided by the Borrower in connection with the preparation of such Reserve Report and any other information delivered in connection therewith by the Borrower is true and correct, and any projections based upon such information have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable, subject to uncertainties inherent in all projections, (Bii) the Company Borrower or its Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its their Oil and Houston 3931255v.7 Gas Properties evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary of its Subsidiaries to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which that the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) 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 present value that such Mortgaged Properties represent.

Appears in 1 contract

Sources: Credit Agreement (Linn Energy, LLC)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning year, commencing March 1, 2025)2006, the Company Borrowers shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report as of December 31 of each year (and delivered on or before March 1 of the immediately following year) shall be prepared by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party June 30 Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On delivered on or before June September 1, September 1 and December 1 ) of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared either by or under the supervision of the chief engineer of the Company Borrowers who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable Engineers. (b) In the event of a determination of the PV-10 as of a specified date other than January 1 and July 1, the Borrowers shall furnish to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From Agent and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of Lenders a Reserve Report prepared either by or under the supervision of the chief engineer of the Borrowers who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the terms hereof. To procedures used in the extent a Replacement immediately preceding December 31 Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportby one or more Approved Petroleum Engineers. (dc) With the delivery of each Reserve Report, the Company Borrowers shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii1) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying thatthat in all material respects: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in connection therewith is true and correct, and no statements or conclusions exist in such Reserve Report prepared by which are based upon or include misleading information or which fail to take into account material information regarding the Company is true and correct in all material respectsmatters reported therein to the extent such misstatement, misleading information or failure could reasonably be expected to have a Material Adverse Effect, (Bii) the Company Borrowers or its the Subsidiaries owns own good and defensible title to to, or valid and enforceable leasehold interests in, the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require either of the Company Borrowers or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold since the date of the last Reserve Report PV-10 determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) Agent, and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrowers could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof and 2) electronically, a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and certifying that each Oil and Gas Property that constitutes collateral for the Senior Credit Agreement also constitutes collateral for the Indebtedness outstanding under this Agreement and demonstrating that the percentage of value of such Mortgaged Properties complies with Section 8.14.

Appears in 1 contract

Sources: Second Lien Term Loan Agreement (Quest Resource Corp)

Reserve Reports. (a) On or before March April 1 and October 1 of each year (beginning March year, commencing April 1, 2025)2023, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Revolving Credit Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries the other Credit Parties as of the immediately preceding April 1December 31 or June 30, July 1 and October 1, respectively (each, an “Updated Reserve Report”)respectively. Each Updated The Reserve Report (i) as of December 31 of each year shall be prepared or audited by one or more Approved Petroleum Engineers, and the June 30 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update 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 Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31 Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies and the Company in writing that any Revolving Credit Lenders a Reserve Report constitutes a Disputed prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects (including an Updated 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), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for . For any purpose under this Agreement, and Interim Redetermination requested by the Administrative Agent may requestor the Borrower pursuant to Section 2.06(b), and the Company Borrower shall engage an Approved Petroleum Engineer that has not delivered a Disputed provide such Reserve Report within ten (10) days of such requestwith an “as of” date as required by the Administrative Agent as soon as possible, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Revolving Credit Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns good and defensible title except as set forth on an exhibit 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 9.03certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its the Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their proved Oil and Gas Properties evaluated in the 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 its such Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is a list of all marketing agreements entered into subsequent to the later schedule of the date hereof or the Most Recently Delivered Oil and Gas Properties evaluated by such Reserve Report which that are Mortgaged Properties and demonstrating the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had percentage of the total value of the proved Oil and Gas Properties that the value of such agreement been Mortgaged Properties represents in effect on the date hereofcompliance with Section 8.14(a).

Appears in 1 contract

Sources: Credit Agreement (Callon Petroleum Co)

Reserve Reports. (a) On or before March 1 February 1st and August 1st of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries the other Loan Parties as of the immediately preceding April 1January 1st and July 1st, July as applicable. The Reserve Report as of January 1st and delivered on or before February 1st of each year (the “January 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) , shall be prepared by one or more Approved Petroleum Engineers, and each Reserve Report as of July 1st and delivered on or before August 1st of each year shall be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and and, except as otherwise specified therein, to have been prepared in accordance with the procedures used in the immediately preceding Third-Party January 1 Reserve Report. (b) In the event of a request for an Interim Redetermination pursuant to Section 2.07(b), the Borrower shall furnish to the Administrative Agent a Reserve Report and shall be adjusted to reflect prepared by or under the production levels since the delivery supervision of the most recent chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in 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 (including 30) days following the removal of any cash flows attributable to the production during the time period prior to the delivery receipt of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date request; provided that is five (5) Business Days at any time prior to delivery of such Updated Reserve Report and shall otherwise the Administrative Agent may, or at the direction of the Required Lenders shall, elect to use the most recently delivered Reserve Report, which such Reserve Report may be rolled forward” forward in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Reportcustomary manner. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) Certificate from a Responsible Officer certifying thatthat in all material respects: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects, it being understood and agreed that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Loan Parties and production and cost estimates contained in the Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate, (Bii) except as set forth on an exhibit to the Company Reserve Report Certificate, the Borrower or its Subsidiaries owns the other Loan Parties 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 9.03, (Ciii) except as set forth on an exhibit to the Reserve Report Certificate, (A) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary other Loan Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefor and (B) there are no take-or-pay or ship-or-pay contracts that are not then being disclosed or that have not been disclosed in a previous Reserve Report Certificate, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold (other than Hydrocarbons sold in the ordinary course of business) 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 its Oil and Gas Properties sold (other than Hydrocarbons sold in the ordinary course of business business) and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto to the Reserve Report 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof and (vi) 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 PV-9 of the Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.14(a) (the certificate described herein, the “Reserve Report Certificate”).

Appears in 1 contract

Sources: Senior Secured Revolving Credit Agreement (Goodrich Petroleum Corp)

Reserve Reports. Prior to the Investment Grade Rating Date: (a) On or before March 1 1st of each year (beginning year, commencing March 1, 2025)2019, the Company shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers Report, in form and substance consistent with the requirements set forth in the definition thereof, evaluating the Proved Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally1st; provided that if as of the last day of the fiscal quarter ending June 30th of such year, the Technical Agent may request a Third Party Reserve Report with respect Consolidated Leverage Ratio for the period of four consecutive fiscal quarters ending on such day exceeds 3.00 to 1.00, then, if requested by the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024)Administrative Agent, the Company shall deliver an update furnish to the most recently delivered Third-Party Administrative Agent and the Lenders, on or before September 1st of such year, a Reserve Report Report, in form and substance consistent with the requirements set forth in the definition thereof, evaluating the Proved Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”)1st of such year. Each Updated Reserve Report (i) shall be either prepared by one or more Approved Petroleum Engineers, or by or under the supervision of the chief engineer of the Company Company, who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report.CREDIT AGREEMENT (db) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report, as applicable, and any other information delivered in connection therewith is true and correct, (Bii) the Company or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report Report, and such Properties are free of all Liens except for Liens permitted by Section 9.03, 6.03 and (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Diii) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold (other than Hydrocarbons sold in the ordinary course of business) since the date of the last most recently delivered Reserve Report hereunder except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of its Oil and Gas Properties sold (other than Hydrocarbons sold in the ordinary course of business business) and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached 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 Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofAgent.

Appears in 1 contract

Sources: Credit Agreement (Murphy Oil Corp)

Reserve Reports. (a) On or before March 1 31st (or March 1st in the case of the Reserve Report in respect of December 31, 2012) and September 30th of each year (beginning year, commencing March 1, 2025)2013, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared evaluating, as of the immediately preceding December 31st and June 30th, the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America) that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report as of December 31 and June 30 shall be prepared, at the sole election of the Borrower, (x) by one or more Approved Petroleum Engineers evaluating or (y) by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries chief engineer of the Borrower or a Restricted Subsidiary; provided that Reserve Reports as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 31 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be that are prepared by or under the supervision of the chief engineer of the Company who Borrower or a Restricted Subsidiary shall certify in each case be accompanied by an audit letter issued by the applicable Approved Petroleum Engineer that has audited at least 80% of the Proved Reserves attributable to the Borrowing Base Properties of the Credit Parties by value, so long as such Approved Petroleum Engineer is not restricted from providing such a letter, or having such a letter provided, by its internal policies. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or 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 provide such Reserve Report update with an “as of” date as required by the Administrative Agent, as soon as possible, but in any event no later than 30 days, in the case of any Interim Redetermination requested by the Borrower or 45 days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to be true and accurate the Administrative Agent a Reserve Report Certificate from an Authorized Officer of the Borrower certifying that in all material respects and to have respects: (i) in the case of Reserve Reports prepared by or under the supervision of the chief engineer of the Borrower or a Restricted Subsidiary (other than December 31 Reserve Reports), such Reserve Report has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) the information contained in the Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” other information delivered in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (iii) except as set forth in an exhibit to such certificate, (B) the Company Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.4 since delivery of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 9.0310.2; (iv) except as set forth on an exhibit to such certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.18 with respect to its the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Dv) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is schedules thereto, a list of (1) all material marketing agreements (which are not cancellable on 60 days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report which for the Company could reasonably be expected sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that represent in respect of such agreements 2.5% or more of the Borrower’s average monthly production of Hydrocarbon volumes and that have been obligated to list on Schedule 7.19 had a maturity date or expiry date of longer than six months from the last day of such agreement been in effect on fiscal year or period, as applicable and (2) all Borrowing Base Properties evaluated by such Reserve Report that are Collateral and demonstrating that the date hereofPV-10 of the Collateral (calculated at the time of delivery of such Reserve Report) meets the Collateral Coverage Minimum.

Appears in 1 contract

Sources: Credit Agreement (MBOW Four Star, L.L.C.)

Reserve Reports. (a) On With respect to a Tri-Annual Redetermination, on or before March 1 1, 2006 (with an as of each year date of February 28, 2006), July 1, 2006 (beginning with an as of date of June 30, 2006), November 1, 2006 (with an as of date of October 31, 2006) and March 1, 20252007 (with an as of date of February 28, 2007), the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Revolving Lenders a Reserve Report. The Reserve Report as of February 28, 2006 shall be prepared as of December 31, 2005 by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries internally updated to February 28, 2006. The Reserve Report as of February 28, 2007 shall be prepared as of December 31, 2006 by one or more Approved Petroleum Engineers and internally updated for the immediately preceding period from January 1 and July 1, respectively (each2007 through February 28, 2007 and all other Reserve Reports delivered for a “ThirdTri-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) Annual Redetermination shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update Reports to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party provided Reserve Report and prepared by the Approved Petroleum Engineers. (b) With respect to a Term Loan Redetermination, the Borrower shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable furnish to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Administrative Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, Revolving Lenders a Reserve Report evaluating prepared by or under the Oil and Gas Properties supervision of the Company chief engineer of the Borrower who shall certify such Reserve Report to be true and its Subsidiaries as of accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 or July 1, as applicable (a “Replacement provided Reserve Report”), Report prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve ReportEngineers. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company The Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns 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 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold since the an "as of" date of the last Reserve Report except as set forth on an exhibit to the certificate, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request. (c) With respect to a Semi-Annual Scheduled Redetermination, on or before October 1 (with an as of date of June 30) and April 1 (with an as of date of December 31) of each year, commencing October 1, 2007, the Borrower shall furnish to the Administrative Agent and the Technical Agent (in consultation with Revolving Lenders a Reserve Report. The Reserve Report as of February 28th of each year shall be prepared by one or more Approved Petroleum Engineers, and the Supermajority Lenders) and (E) attached thereto is a list August 31st Reserve Report of all marketing agreements entered into subsequent to each year shall be prepared by or under the later supervision of the date hereof or chief engineer of the Most Recently Delivered Borrower who shall certify such Reserve Report which the Company could reasonably to be expected true and accurate and to have been obligated to list on Schedule 7.19 had such agreement been prepared in effect on accordance with the date hereofprocedures used in the immediately preceding provided Reserve Report prepared by one or more Approved Petroleum Engineers.

Appears in 1 contract

Sources: Credit Agreement (Dune Energy Inc)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March year, commencing on September 1, 2025)2018, the Company Borrower shall furnish to the First Lien Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties Proved Reserves of the Company Borrower and its the Restricted Subsidiaries as of the immediately preceding January 1 1st and July 1, respectively (each, a “Third-Party Reserve Report”)1st. Additionally, the Technical Agent may request a Third Party The Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December as of January 1 of each year (beginning December 1shall be prepared by one or more Approved Reserve Engineers, 2024), and the Company shall deliver an update to the most recently delivered Third-Party July 1 Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) each year shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June January 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (cb) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Each Reserve Report (including an Updated other than the Initial Reserve Report)) shall be delivered with (i) an accompanying report on Oil and Gas Property sales, then such Disputed Oil and Gas Property purchases and changes in categories concerning the Oil and Gas Properties owned by the Loan Parties which have attributable to them Proved Reserves, in each case, since the date of the last Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreementpreviously delivered hereunder, and containing information and analysis with respect to the Administrative Agent may request, Proved Reserves of the Loan Parties as of the date of such report and the Company shall engage Present Value; (ii) an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days updated production history of the Proved Reserves of the Loan Parties as of such requestdate, and deliver within thirty (30iii) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the lease operating expenses attributable to the Oil and Gas Properties of the Company Loan Parties for the prior 12-month period and its Subsidiaries as (iv) a true and complete list of all commodity price Swap Agreements of the immediately preceding January 1 Borrower and each Restricted Subsidiaries, the material terms thereof (including the type, term, effective date, termination date, notional amounts or July 1volumes and swap or strike prices, as applicable (a “Replacement Reserve Report”the case may be), prepared by one any new credit support agreements relating thereto not listed on Schedule 3.18 (including any margin required or more Approved Petroleum Engineers acceptable supplied), and the counterparty to each such agreement, and which certificate shall certify that the Administrative Agenthedged volumes for each of natural gas and crude oil comply with Section 5.18 and Section 6.13, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrespectively. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the First Lien Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) that in all material respects the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respectscorrect, (B) the Company Borrower or its the Restricted Subsidiaries owns 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 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached 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 Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereof6.02.

Appears in 1 contract

Sources: First Lien Credit Agreement (Brigham Minerals, Inc.)

Reserve Reports. (a) On or before March 1 1st, June 1st, September 1st, and December 1st of each year (beginning March year, commencing June 1, 2025)2017, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries as of the immediately preceding April 1December 31st, July 1 March 31st, June 30th and October 1, respectively (each, an “Updated Reserve Report”)September 30th respectively. Each Updated The Reserve Report (i) as of December 31st of each year shall be prepared by one or more Approved Petroleum Engineers, and the other Reserve Reports of each year shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31st Reserve Report. (cb) In If the Majority Lenders reasonably determine not more than one time between delivery of a Reserve Report that event that there has been a material adverse change in the Borrower’s and its Subsidiaries’ Oil and Gas Properties, drilling results, Total PDP PV-10 or cash flows, they may request an interim Reserve Report (each such, an “Interim Reserve Report”), and the Borrower shall furnish to the Administrative Agent notifies the Company in writing that any such Interim Reserve Report constitutes a Disputed prepared by an Approved Petroleum Engineer. For any Interim Reserve Report (including an Updated Reserve Report)so requested, then the Borrower shall provide such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and with an “as of” date as reasonably required by the Administrative Agent may requestas soon as possible, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report (including any Interim Reserve Report), the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying thatthat in all material respects: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respectscorrect, (Bii) the Company Borrower or its Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent sold, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) 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 the Oil and Gas Properties that the value of such Mortgaged Properties represent.

Appears in 1 contract

Sources: Term Loan Credit Agreement (Rex Energy Corp)

Reserve Reports. (a) On Commencing on October 1, 2011 and on or before March each April 1 and October 1 of each year (beginning March 1, 2025)thereafter, the Company Borrower shall furnish to the Administrative AgentAgent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Credit Parties as of the immediately preceding January 1st and July 1st. The Reserve Reports as of January 1 and July 1 of each year shall be prepared by one or more Approved Petroleum Engineers. (b) In the event of an Interim Redetermination, the Technical Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating Engineers. For any Interim Redetermination requested by the Oil and Gas Properties of Administrative Agent or the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”Borrower pursuant to Section 2.07(b). Additionally, the Technical Agent may request a Third Party Borrower shall provide such Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared as of” date as required by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company as soon as possible, but in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate from a Responsible Officer, in substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer attached hereto, certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the data contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company or its Subsidiaries owns Credit Parties own good and defensible title to the Hydrocarbon Interests in the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofEffective Date and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties which demonstrates compliance with Section 8.14(a).

Appears in 1 contract

Sources: Credit Agreement (Northern Oil & Gas, Inc.)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning year, commencing March 1, 2025)2010, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report as of January 1 to be delivered on March 1 of each year shall be prepared by the Loan Parties and reviewed or audited by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January July 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, be delivered on September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who Loan Parties. (b) In the event of an Interim Redetermination, the Borrower shall certify furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Loan Parties, except that the Properties covered by such report may, in the discretion of the Borrower, be limited to the proved Oil and Gas Properties acquired since the last redetermination of the Borrowing Base. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b)(ii), the Borrower shall provide such Reserve Report update with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than forty-five (45) days following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to be true the Administrative Agent and accurate the Lenders a certificate from a Responsible Officer certifying that to his knowledge, after reasonable inquiry, in all material respects respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is based on information that was prepared in good faith based upon assumptions believed to have be reasonable at the time, (ii) with respect to each July 1 Reserve Report, such Reserve Report has been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of after taking into account any cash flows attributable required changes to the production during the time period prior to the delivery of such Updated Reserve Reportprocedures), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days ofiii) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns Loan Parties own good and defensible title to the proved producing Oil and Gas Properties and good title to the other Resolute Energy Corporation Second Amended & Restated Credit Agreement proved Oil and Gas Properties, in each case, evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (Civ) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 7.19 with respect to its proved Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary Loan Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Dv) none of their proved Oil and Gas Properties evaluated in the 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 its proved Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Evi) attached thereto to the certificate is a list of all marketing agreements with a term of more than one month that have been entered into subsequent to the later of the date hereof or the Most Recently Delivered most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof and (vii) attached thereto is a schedule of the proved Oil and Gas Properties of each Loan Party evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the Borrowing Base that the value of such Mortgaged Properties represent.

Appears in 1 contract

Sources: Credit Agreement (Resolute Energy Corp)

Reserve Reports. (a) On or before March 1 of each year (beginning March 1, 20252026 (or such later date as the Administrative Agent may agree in its sole discretion), the Company Borrower shall furnish to the Administrative AgentAgent a Reserve Report evaluating, as of December 31, 2025, the Technical Agent Proved Reserves and other applicable Oil and Gas Properties of the Borrower and the Lenders Credit Parties located within the geographic boundaries, and the territorial waters, of the United States of America. On or before each February 1 and August 1 of each year, commencing August 1, 2026, the Borrower shall furnish to the Administrative Agent a Reserve Report evaluating, as of the immediately preceding December 31 and June 30, the Proved Reserves and other applicable Oil and Gas Properties of the Borrower and the Credit Parties located within the geographic boundaries, and the territorial waters, of the United States of America. Each Reserve Report as of (i) December 31 (each, the “December 31 Reserve Report”) shall (y) be prepared by one or more Approved Petroleum Engineers or (z) be prepared by or under the supervision of the chief of reserves of the Borrower and be audited by one or more Approved Petroleum Engineers and (ii) June 30 shall, at the sole election of the Borrower, (y) be prepared by one or more Approved Petroleum Engineers or (z) be prepared by or under the supervision of the chief of reserves of the Borrower in accordance with the procedures used in the immediately preceding December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating or prepared under the Oil and Gas Properties supervision of the Company and its Subsidiaries as chief of reserves of the immediately preceding January 1 and July 1, respectively (each, Borrower or a “Third-Party Reserve Report”Restricted Subsidiary. For any Interim Redetermination pursuant to Section 2.14(b). Additionally, the Technical Agent may request a Third Party Borrower shall provide such Reserve Report with respect to an “as of” date as required by the APOD ▇▇▇▇▇ once per fiscal yearAdministrative Agent, as soon as possible, but in any event no later than forty-five (45) days, in the case of any Interim Redetermination requested by the Borrower, or sixty (60) days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (bc) On or before June 1, September 1 and December 1 With the delivery of each year (beginning December 1, 2024)Reserve Report, the Company Borrower shall deliver an update provide to the most recently delivered Third-Party Administrative Agent a Reserve Report evaluating the Oil and Gas Properties Certificate from an Authorized Officer of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report Borrower certifying that in all material respects: (i) shall be in the case of June 30 Reserve Reports prepared by or under the supervision of the chief engineer of reserves of the Company who shall certify Borrower or a Restricted Subsidiary, such Reserve Report update to be true and accurate in all material respects and to have has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) for each calendar month during the then current fiscal year to date, the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Borrowing Base Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month; (iii) the information contained in the Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” other information delivered in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (iv) assuming that all applicable Governmental Authorities have granted approvals, (B) made recordations and taken such other actions as are necessary in connection with the Company Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, the Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas material Borrowing Base Properties evaluated in such Reserve Report (other than those (w) to be acquired in connection with an acquisition, (x) Disposed of since delivery of such Reserve Report as permitted in accordance with the terms hereof, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such material Borrowing Base Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 9.0310.2; (v) except as set forth on an exhibit to such certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 (other than Service Agreement Undertakings) with respect to its the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that in each case would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Dvi) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report 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 (vii) the certificatecertificate shall also attach, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is schedules thereto, a list of (1) all material marketing agreements (which are not cancellable on sixty (60) days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report which for the Company could reasonably be expected sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that represent in respect of such agreements two and a half percent (2.5%) or more of the Credit Parties’ average monthly production of Hydrocarbon volumes and that have been obligated to list on Schedule 7.19 had a maturity date or expiry date of longer than six (6) months from the last day of such agreement been in effect on fiscal year or period, as applicable and (2) all Borrowing Base Properties evaluated by such Reserve Report that are Collateral and demonstrating compliance with (calculated at the date hereoftime of delivery of such Reserve Report) the Collateral Coverage Minimum.

Appears in 1 contract

Sources: Fourth Amendment to Credit Agreement (Infinity Natural Resources, Inc.)

Reserve Reports. (a) On Commencing on October 1, 2010 and on or before March each April 1 and October 1 of each year (beginning March 1, 2025)thereafter, the Company Borrower shall furnish to the Administrative AgentAgent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Credit Parties as of the immediately preceding January 1st and July 1st. The Reserve Reports as of January 1 and July 1 of each year shall be prepared by one or more Approved Petroleum Engineers. (b) In the event of an Interim Redetermination, the Technical Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating Engineers. For any Interim Redetermination requested by the Oil and Gas Properties of Administrative Agent or the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”Borrower pursuant to Section 2.07(b). Additionally, the Technical Agent may request a Third Party Borrower shall provide such Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared as of” date as required by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company as soon as possible, but in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate from a Responsible Officer, in substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer attached hereto, certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the data contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company or its Subsidiaries owns Credit Parties own good and defensible title to the Hydrocarbon Interests in the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofEffective Date and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties which demonstrates compliance with Section 8.14(a).

Appears in 1 contract

Sources: Credit Agreement (Northern Oil & Gas, Inc.)

Reserve Reports. (aA) On or before March 1 1, May 10, August 10 and November 10 of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, Agent (who shall make such information available to the Technical Agent and the Lenders Lenders) a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties Properties, including oil and gas Swap Agreements in place at the end of each quarter, of the Company Borrower and its the Borrower’s Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”)respectively. Each Updated The Reserve Report (i) as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the April 1, July 1 and October 1 Reserve Reports of each year shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated January 1st Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as . The values of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of set forth in a Reserve Report in accordance with are the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the present values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (Oil and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve ReportGas Properties discounted at 10% per annum. (dB) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: that in all material respects (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects, (Bii) the Company Borrower or its the Borrower’s Subsidiaries owns 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 9.037.3, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 5.18 with respect to its the Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary of the Borrower’s Subsidiaries to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold since the date of the last most recently delivered Reserve Report except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Required Lenders, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 disclose under Section 5.19 had such agreement been in effect on the date hereofClosing Date and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that such Mortgaged Properties represent at least the Threshold Amount of the total value of the Oil and Gas Properties in compliance with Section 6.14(A).

Appears in 1 contract

Sources: Term Loan Agreement (Petroquest Energy Inc)

Reserve Reports. (a) On or before March 1 April 1st and October 1st of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries as of the immediately preceding April 1December 31st and June 30th, July 1 and October 1, respectively (each, an “Updated Reserve Report”)as applicable. Each Updated The Reserve Report (i) as of December 31st 2015 which shall be delivered on or before April 1st of 2016, shall be prepared by or under the supervision of the chief engineer of the Company Borrower in accordance with the Borrower’s past practices and shall be audited by one or more Approved Petroleum Engineers. Thereafter, (i) each Reserve Report as of December 31st and delivered on or before April 1st of each year (the “December 31 Reserve Report”), shall be prepared by one or more Approved Petroleum Engineers, and (ii) each Reserve Report as of June 30th delivered on or before October 1st of each year shall be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report. (b) In the event of a request for an Interim Redetermination pursuant to Section 2.07(b), the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report and shall be adjusted to reflect prepared by or under the production levels since the delivery supervision of the most recent chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report with an “as of” date as required by the Administrative Agent as soon as commercially reasonable, but in any event no later than thirty (including 30) days following the removal of any cash flows attributable to the production during the time period prior to the delivery receipt of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date request; provided that is five (5) Business Days at any time prior to delivery of such Updated Reserve Report and shall otherwise the Administrative Agent may, or at the direction of the Required Lenders shall, elect to use the most recently delivered Reserve Report, which such Reserve Report may be rolled forward” forward in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Reportcustomary manner. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate Certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) I from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) except as set forth on an exhibit to the Company certificate, the Borrower or its Subsidiaries owns the other Loan Parties own good and defensible title to the 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, (A) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its the Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary other Group Member to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefor and (B) there are no take-or-pay or ship-or-pay contracts that have not been disclosed in a previous Reserve Report Certificate, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold (other than Hydrocarbons sold in the ordinary course of business) 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 its Oil and Gas Properties sold (other than Hydrocarbons sold in the ordinary course of business business) and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto to the certificate is a list of all marketing agreements entered into by a Group Member subsequent to the later of the date hereof or the Most Recently Delivered most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) 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 PV-9 of the Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.13(a) (the certificate described herein, the “Reserve Report Certificate”). For the avoidance of doubt, the requirement to provide a Reserve Report Certificate shall require the delivery of such Reserve Report Certificate at the time each Reserve Report is delivered.

Appears in 1 contract

Sources: Senior Secured Revolving Credit Agreement (Swift Energy Co)

Reserve Reports. (a) On or before March 1 Reserve Reports pertaining to the six-month period ending January 31st and July 31st of each year (beginning March 1with such Reserve Reports to be delivered to Administrative Agent on or before April 1 and October 1 of each year, 2025respectively), ; prepared by an Approved Engineer (or in the Company shall furnish case of any Reserve Report pertaining to the six-month period ending July 31st of each year, by petroleum engineers employed by Borrower). Each Reserve Report shall be in form and substance satisfactory to Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report shall: (i) shall be prepared accompanied by or under the supervision a certification of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable Borrower to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date effect that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that nothing has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns 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 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold occurred since the date of the last Reserve Report except as set forth on an exhibit to the certificate, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached 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 Company that could reasonably be expected to have result in a Material Adverse Change, except that which has previously been obligated disclosed to list on Schedule 7.19 had such agreement been Administrative Agent in effect on writing; (ii) be accompanied by a reconciliation showing any changes in the Oil and Gas Property Collateral since the date hereofof the most recent of such Reserve Report in Borrower’s (or such Subsidiaries’, as the case may be) Working Interest or net revenue interest; (iii) be accompanied by a report, electronically delivered, containing a schedule of the Oil and Gas Collateral evaluated in such Reserve Report and demonstrating compliance with the Asset Coverage Ratio under Section 7.17, and (iv) contain such other information as may be requested by Administrative Agent. Each delivery of a Reserve Report by Borrower to Administrative Agent also shall constitute a representation and warranty by Borrower to Administrative Agent that, unless otherwise disclosed to Administrative Agent in writing on or prior to the date of such delivery, (I) Borrower (or its Subsidiary, as the case may be) owns the Oil and Gas Properties described in the Reserve Report, free and clear of any Liens (except Permitted Liens), ▇▇▇▇▇▇ Energy Loan Agreement and (II) the Oil and Gas Properties described in such Reserve Report constitute at least ninety-five percent (95%) of the value of the Loan Parties’ Proved Reserves.

Appears in 1 contract

Sources: Loan Agreement (Miller Energy Resources, Inc.)

Reserve Reports. (a) On or before March 1 31st and September 30th of each year (beginning March 1year, 2025)as applicable, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries the other Loan Parties in the United States as of the immediately preceding April 1January 1st or July 1st, July as applicable. The Reserve Report as of January 1st and delivered on or before March 31th of each year (the “January 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by one or more Approved Petroleum Engineers, and each other Reserve Report of each year may be prepared in form reasonably acceptable by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the procedures used in the immediately preceding January 1 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and and, except as otherwise specified therein, to have been prepared in all material respects in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated January 1 Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver For any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that Interim Redetermination requested by the Administrative Agent notifies or the Company in writing that any Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report constitutes a Disputed Reserve Report (including with an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and “as of” date as required by the Administrative Agent may requestas soon as possible, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Subsidiaries owns the other Loan Parties 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary other Loan Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their proved Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof and (vi) 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 the proved Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.14(a).

Appears in 1 contract

Sources: Credit Agreement (Sundance Energy Australia LTD)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March 1year, 2025)commencing on the Effective Date, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and or July 1, respectively (each, a “Third-Party Reserve Report”)as applicable. Additionally, the Technical Agent may request a Third Party The Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December as of July 1 of each year (beginning December 1, 2024), the Company shall deliver an update be prepared by one or more petroleum engineers reasonably acceptable to the most recently delivered Third-Party Administrative Agent and the January 1 Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) each year shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June July 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies and the Company in writing that any Lenders a Reserve Report constitutes a Disputed prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report (including an Updated to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for . For any purpose under this Agreement, and Interim Redetermination requested by the Administrative Agent may requestor the Borrower pursuant to Section 2.07(b), and the Company Borrower shall engage an Approved Petroleum Engineer that has not delivered a Disputed provide such Reserve Report within ten (10) days of such requestwith an "as of" date as required by the Administrative Agent as soon as possible, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its their Oil and Gas Properties evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary of its Subsidiaries to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which that the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) 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 present value that such Mortgaged Properties represent.

Appears in 1 contract

Sources: Credit Agreement (Legacy Reserves L P)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March year, commencing September 1, 2025)2006, the Company Borrowers shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report as of December 31 of each year (and delivered on or before March 1 of the immediately following year) shall be prepared by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party June 30 Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On delivered on or before June September 1, September 1 and December 1 ) of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared either by or under the supervision of the chief engineer of the Company Borrowers who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable Engineers. (b) In the event of a determination of the PV-10 as of a specified date other than January 1 and July 1, the Borrowers shall furnish to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From Agent and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of Lenders a Reserve Report prepared either by or under the supervision of the chief engineer of the Borrowers who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the terms hereof. To procedures used in the extent a Replacement immediately preceding December 31 Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportby one or more Approved Petroleum Engineers. (dc) With the delivery of each Reserve Report, the Company Borrowers shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii1) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying thatthat in all material respects: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in connection therewith is true and correct, and no statements or conclusions exist in such Reserve Report prepared by which are based upon or include misleading information or which fail to take into account material information regarding the Company is true and correct in all material respectsmatters reported therein to the extent such misstatement, misleading information or failure could reasonably be expected to have a Material Adverse Effect, (Bii) the Company Borrowers or its the Subsidiaries owns own good and defensible title to to, or valid and enforceable leasehold interests in, the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require either of the Company Borrowers or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold since the date of the last Reserve Report PV-10 determination except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) Agent, and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrowers could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof and 2) electronically, a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and certifying that each Oil and Gas Property that constitutes collateral for the Senior Credit Agreement and the Second Lien Term Loan Agreement also constitutes collateral for the Indebtedness outstanding under this Agreement and demonstrating that the percentage of value of such Mortgaged Properties complies with Section 8.14.

Appears in 1 contract

Sources: Third Lien Term Loan Agreement (Quest Resource Corp)

Reserve Reports. (a) On or before March 1 April 1st of each year (beginning March year, commencing April 1, 2025)2015, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared evaluating, as of the immediately preceding December 31st, the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America) that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report as of December 31 shall be prepared, at the Borrower’s election, (i) by or under the supervision of the chief engineer of the Borrower and audited by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties Engineers; provided, that so long as such audit covers at least 85% of the Company and its Subsidiaries as total value of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Proved Reserves set forth in such Reserve Report”). Additionally, the Technical Agent remaining value may request be covered by a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be report prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and Borrower or (ii) shall be based on an updated Five-Year Strip Price by one or more Approved Petroleum Engineers; provided, so long as such report covers at least 85% of the date that is five (5) Business Days prior to delivery total value of Proved Reserves set forth in such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoingReport, the Company shall not remaining value may be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if covered by a report prepared by or under the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to supervision of the existence chief engineer of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve ReportBorrower. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable or by or under the supervision of the chief engineer of the Borrower or by the Borrower. For any Interim Redetermination pursuant to Section 2.14(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent, as soon as possible, but in any event no later than 30 days, in the case of any Interim Redetermination requested by the Borrower or 45 days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (c) Notwithstanding anything in this Agreement to the contrary, during any Investment Grade Period, the Borrower will not be required to comply with clauses (a) and (b) of this Section 9.13 so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered Borrower has either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period Rating from ▇▇▇▇▇’▇ of Baa3 or better or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, Rating from the values included in the Disputed Reserve Report in respect S&P of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve ReportBBB- or better. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns 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 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached 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 Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereof.

Appears in 1 contract

Sources: Credit Agreement (Range Resources Corp)

Reserve Reports. (a) On In addition to the Initial Reserve Report which has been delivered on or prior to the Effective Date, on or before March 1 each date set out in the right column of each year (beginning March 1, 2025)the following table, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries the Guarantors as of the immediately preceding January 1 or date set out in the same line in the left column of such table: July 1, 2017 and each July 1 thereafter the next following September 1 January 1, 2018 and each Januaery 1 thereafter. the next following March 1 (b) The Reserve Reports as applicable (a “Replacement Reserve Report”), of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers acceptable to Engineers, and the Administrative Agent, so long Reserve Reports as such of July 1 of each year shall be prepared either by Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after Engineers or, at the delivery Borrower’s option, by the internal reserve engineering staff of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report Borrower in accordance with the terms hereof. To procedures used in the extent immediately preceding January 1 Reserve Report. (c) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Replacement Reserve Report is delivered prepared either (iby Approved Petroleum Engineers or by Borrower’s internal reserve engineering staff, in each case in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Revolving Administrative Agent or the Borrower pursuant to Section 2.07(b) after a Compliance Certificate is delivered during a Disputed of the Revolving Credit Agreement, the Borrower shall provide such Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derivedwith an “as of” date as required by the Administrative Agent as soon as possible, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two no later than thirty (230) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (d) With the delivery of each Reserve Report (other than the Initial Reserve Report), the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer on behalf of the Borrower certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects, respects that (Bi) the Company or its Subsidiaries owns good and defensible title except as set forth on an exhibit 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 9.03certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary Guarantor to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Dii) none of their Oil and Gas Borrowing Base Properties evaluated in the 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 its Oil and Gas such Borrowing Base Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (Eiii) attached thereto is a list of all marketing agreements entered into subsequent to the later schedule of the date hereof or the Most Recently Delivered Borrowing Base Properties evaluated by such Reserve Report that are Mortgaged Properties which demonstrates the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had percentage of the total value of the Borrowing Base Properties that the value of such agreement been Mortgaged Properties represents in effect on the date hereofcompliance with Section 8.14(a).

Appears in 1 contract

Sources: Senior Secured Term Loan Agreement (Ultra Petroleum Corp)

Reserve Reports. (a) On or before each March 1 and September 1 of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries evaluating, as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 Proved Reserves and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the other applicable Oil and Gas Properties of the Company Borrower and its Subsidiaries the Credit Parties located within the geographic boundaries, and the territorial waters, of the United States of America that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) January 1 shall be prepared by one or more Approved Petroleum Engineers and (ii) July 1 shall, at the sole election of the Borrower, (x) be audited by one or more Approved Petroleum Engineers, (y) be prepared by one or more Approved Petroleum Engineers or (z) be prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared Borrower or a Restricted Subsidiary in accordance with the procedures used in the immediately preceding Third-Party January 1 Reserve Report and shall be adjusted to reflect or the production levels since the delivery of the most recent Initial Reserve Report, if no January 1 Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise has been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Reportdelivered. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable 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 provide such Reserve Report with an “as of” date as required by the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Reportsoon as possible, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two no later than forty-five (245) Business Days ofdays, in the case of any Interim Redetermination requested by the Borrower, or sixty (60) days, in the delivery case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, Agent a Reserve Report Certificate from an Authorized Officer of the Technical Agent and the Lenders Borrower certifying that in all material respects: (i) a database in the case of Reserve Reports prepared by or under the supervision of the Oil and Gas Properties evaluated in chief engineer of the Borrower or a Restricted Subsidiary, such Reserve Report and has been prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding January 1 Reserve Report or the Initial Reserve Report, if no January 1 Reserve Report has been delivered; (ii) a certificate substantially [reserved]; (iii) for each calendar month during the then current fiscal year to date, the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Borrowing Base Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month; (iv) the information contained in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (v) assuming that all applicable Governmental Authorities have granted approvals, (B) made recordations and taken such other actions as are necessary in connection with the Company Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, the Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas Borrowing Base Properties evaluated in such Reserve Report (other than those (w) to be acquired in connection with an acquisition, (x) Disposed of since delivery of such Reserve Report as permitted in accordance with the terms hereof, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 9.0310.2; (vi) except as set forth on an exhibit to such certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.17 with respect to its the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Dvii) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report 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 (viii) the certificatecertificate shall also attach, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is schedules thereto, a list of (1) all material marketing agreements (which are not cancellable on sixty (60) days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report which for the Company could reasonably be expected sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that represent in respect of such agreements 2.5% or more of the Credit Parties’ average monthly production of Hydrocarbon volumes and that have been obligated to list on Schedule 7.19 had a maturity date or expiry date of longer than six (6) months from the last day of such agreement been in effect on fiscal year or period, as applicable and (2) all Borrowing Base Properties evaluated by such Reserve Report that are Collateral and demonstrating compliance with (calculated at the date hereoftime of delivery of such Reserve Report) the Collateral Coverage Minimum.

Appears in 1 contract

Sources: Credit Agreement (Legacy Reserves Inc.)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March year, commencing September 1, 2025)2012, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared evaluating, as of the immediately preceding December 31st and June 30th, the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America) that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report as of December 31 and June 30 shall be prepared, at the election of the Borrower (x) by one or more Approved Petroleum Engineers evaluating or (y) by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries chief engineer of the Borrower or by the Borrower; provided that the Reserve Report as of the immediately preceding January 1 June 30, 2012, and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and Reports as of December 1 31 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be that are prepared by or under the supervision of the chief engineer of the Company who Borrower or by the Borrower shall, in each case, be audited by one or more Approved Petroleum Engineers. (b) In the event of an Interim Redetermination, the Borrower shall certify furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or by or under the supervision of the chief engineer of the Borrower or by the Borrower. For any Interim Redetermination pursuant to Section 2.14(b), the Borrower shall provide such Reserve Report update with an “as of” date as required by the Administrative Agent, as soon as possible, but in any event no later than 30 days, in the case of any Interim Redetermination requested by the Borrower or 45 days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to be true and accurate the Administrative Agent a Reserve Report Certificate from an Authorized Officer of the Borrower certifying that in all material respects respects: (i) in the case of Reserve Reports prepared by or under the supervision of the chief engineer of the Borrower or by the Borrower (other than the June 30, 2012 Reserve Report and to have December 31 Reserve Reports), such Reserve Report has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) the information contained in the Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” other information delivered in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (iii) except as set forth in an exhibit to such certificate, (B) the Company Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with Section 10.410.4 since deliverythe date of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Borrowing Base Properties are free of all Liens except for Liens permitted by Section 9.0310.210.2; (iv) except as set forth on an exhibit to such certificate, (C) as of the date of such Reserve Report, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.188.18 with respect to its the Credit Parties’ Oil and Gas Properties Propertyies evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Dv) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report have been sold Disposed since the date of the last Borrowing Base determinationimmediately preceding Reserve Report except as set forth on an exhibit to the certificatedate of the Reserve Report being delivered, which exhibit shall list all of its Oil except (A) those Borrowing Base Properties listed on such certificate as having been Disposed; and Gas or (B) Borrowing Base Properties sold other than Hydrocarbons sold Disposed in the ordinary course in connection with operating agreements, farmouts, joint exploration and development agreements, communitization agreements or orders, pooling agreements or orders and other agreements or orders customary in the oil and gas industry whose aggregate PV-9 (calculated at the time of business and in such detail Disposition) does not exceed 3% of the then-effective Borrowing Base; and (vi) the certificate shall also attach, as reasonably required by the Administrative Agent and the Technical Agent schedules thereto, (in consultation with the Supermajority LendersA) and (E) attached thereto is a list of (1) as of the last Business Day of the most recently ended fiscal year or period, as applicable, all material marketing agreements entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report for the sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that (i) represent in respect of such agreements 2.5% or more of the Borrower’sCredit Parties’ average monthly production of Hydrocarbon volumes and (ii) have a maturity date or expiry date of longer than six months from the last day of such fiscal year or period, as applicable, and are not cancellable on 60 days’ notice or less without penalty or detriment and (2) all counties and parishes in which the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had Borrowing Base Properties evaluated by such agreement been in effect Reserve Report that are Collateral are located and demonstrating that the PV-9 of the Collateral (calculated at the timeas of deliverythe date of such Reserve Report) meets the Collateral Coverage Minimum and (B) during the period commencing on the date hereofClosing Date through and including April 1, 2014, the Sponsor Development Plan then in effect.

Appears in 1 contract

Sources: Credit Agreement (Samson Resources Corp)

Reserve Reports. (a) On or before March April 1 and October 1 of each year (beginning March year, commencing April 1, 2025)2015, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared evaluating, as of the immediately preceding December 31 and June 30, all or substantially all of the Proved Reserves of the Borrower and its Restricted Subsidiaries located within the geographic boundaries of the United States of America and other applicable Oil and Gas Properties of the Borrower and its Restricted Subsidiaries, together with other related reports, data and supplemental information as the Administrative Agent may reasonably request. Each Reserve Report as of December 31 and June 30 shall be prepared, at the sole election of the Borrower, (x) by one or more Approved Petroleum Engineers evaluating or (y) by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries chief engineer of the Borrower or a Restricted Subsidiary; provided that Reserve Reports as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 31 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be that are prepared by or under the supervision of the chief engineer of the Company who Borrower or a Restricted Subsidiary shall, in each case, be accompanied by an audit letter issued by the applicable Approved Petroleum Engineer that has audited at least 80% by value of the Proved Reserves of the Borrower and its Restricted Subsidiaries including in the Reserve Report. (b) For purposes of preparing each Reserve Report contemplated by clause (a) above, the Borrower shall certify request at least thirty (30) days prior to the required delivery date for such Reserve Report update that the Administrative Agent provide (and the Administrative Agent shall provide promptly, and in any event within three (3) Business Days, following its receipt of a request by the Borrower) an updated Bank Price Deck. (c) With the delivery of each Reserve Report, the Borrower shall provide to be true and accurate the Administrative Agent a Reserve Report Certificate from an Authorized Officer of the Borrower certifying that in all material respects and to have respects: (i) in the case of Reserve Reports prepared by or under the supervision of the chief engineer of the Borrower or a Restricted Subsidiary (other than December 31 Reserve Reports), such Reserve Report has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report and shall be adjusted to reflect or the production levels since Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) as of the delivery last Business Day of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 recently ended fiscal year or December 1period, as applicable, due to a true and complete list of all material commodity Hedge Agreements of the existence Borrower and each Credit Party, the material terms thereof (in respect of a Disputed Reserve Report Periodthe type, then the Company shall be required to deliver an Updated Reserve Report as of April 1 term, effective date, termination date and notional amounts or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Reportvolumes), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten net ▇▇▇▇-to-market value thereof (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 last Business Day of such fiscal year or July 1period, as applicable and for which a ▇▇▇▇-to-market value is reasonably available); (a “Replacement Reserve Report”)iii) for each calendar month during the then current fiscal year to date, prepared by one or more Approved Petroleum Engineers acceptable the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the Administrative Agent, so long as prices at which such Approved Petroleum Engineer(ssales were made and the revenues derived from such sales) did not deliver for each such Disputed Reserve Report. From and after calendar month from the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute Properties, and setting forth the Most Recently Delivered Reserve Report until related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month; (iv) the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included information contained in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially any other information delivered in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (v) assuming that all applicable Governmental Authorities have granted approvals, (B) made recordations and taken such other actions as are necessary in connection with the Company Transactions and any assignments made in connection therewith, except as set forth in an exhibit to such certificate, the Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas Reserve Report Properties evaluated in such Reserve Report (other than those (w) to be acquired in connection with an acquisition, (x) Disposed of since delivery of such Reserve Report, (y) leases that have expired in accordance with their terms and (z) with title defects disclosed in writing to the Administrative Agent) and such Reserve Report Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 9.0310.2; (vi) except as set forth on an exhibit to such certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.17 with respect to its the Credit Parties’ Oil and Gas Properties Property evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, ; (Dvii) none of their Oil and Gas the Reserve Report Properties evaluated in the previous reserve report have been sold Disposed of since the date of the last delivery of a Reserve Report except those Reserve Report Properties listed on such certificate as set forth on an exhibit to having been Disposed of; and (viii) the certificatecertificate shall also attach, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is schedules thereto, a list of (1) all material marketing agreements (which are not cancellable on 60 days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof or Closing Date and the Most Recently Delivered most recently delivered Reserve Report which for the Company could reasonably be expected sale of production of the Credit Parties’ Hydrocarbons at a fixed non-index price (including calls on, or other parties rights to purchase, production, whether or not the same are currently being exercised) that represent in respect of such agreements 2.5% or more of the Credit Parties’ average monthly production of Hydrocarbon volumes and that have been obligated to list on Schedule 7.19 had a maturity date or expiry date of longer than six months from the last day of such agreement been in effect on fiscal year or period, as applicable and (2) all Reserve Report Properties that are Collateral and demonstrating compliance with (calculated at the date hereoftime of delivery of such Reserve Report) the Collateral Coverage Minimum.

Appears in 1 contract

Sources: Credit Agreement (Vine Energy Inc.)

Reserve Reports. (a) On or before March 1 15 of each year (beginning year, commencing March 115, 2025)2007, the Company Borrower shall furnish to the Administrative AgentAgent a Three-P Reserve Report. Such Three-P Reserve Report, to be dated as of December 31 of the Technical Agent and the Lenders a Reserve Report immediately preceding year, shall be prepared by one or more Approved Petroleum Engineers evaluating Engineers, who shall certify that (i) there are no statements or conclusions in such Three-P Reserve Report which are based upon or include materially 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 each Three-P Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower does not warrant that such opinions, estimates and projections will ultimately prove to have been accurate, and (ii) that such Three-P Reserve Report was prepared (x) in the case of the Company and its Subsidiaries Three-P Reserve Report dated as of December 31, 2006, in accordance with the procedures used in the Initial Reserve Report, and (y) in the case of each subsequent Three-P Reserve Report, in accordance with the procedures used in the immediately preceding January 1 and July 1, respectively December 31 Three-P Reserve Report (each, a “Third-Party an "Independent Reserve Report"). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) [Intentionally omitted] (c) On or before June 1May 15, September 1 August 15 and December 1 November 15 of each year (beginning December 1year, 2024)commencing May 15, 2007, the Company Borrower shall deliver an update furnish to the most recently delivered Third-Party Administrative Agent a Limited Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries Report. Such Limited Reserve Report, to be dated, respectively, as of the immediately preceding April 1March 31, July 1 June 30 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) September 30 of such year shall be prepared by or under the supervision of the chief engineer engineers of the Company Borrower and any other applicable Credit Parties, who shall certify that (i) there are no statements or conclusions in such Limited Reserve Report update which are based upon or include materially misleading information or fail to be true take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and accurate Gas Properties and production and cost estimates contained in all material respects each Limited Reserve Report are necessarily based upon professional opinions, estimates and projections and that no Credit Party, nor any Subsidiary of any Credit Party, warrants that such opinions, estimates and projections will ultimately prove to have been accurate, and (ii) that such Limited Reserve Report was prepared (x) in the case of the Limited Reserve Report dated as of May 15, 2007, in accordance with the procedures used in the Initial Reserve Report, except that such Limited Reserve Report shall be prepared under the supervision of the chief engineers of the Borrower and shall not include "possible" oil and gas reserves, and (y) in the case of each subsequent Limited Reserve Report, in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Limited Reserve Report. (d) Following the occurrence of an event which, in the reasonable judgment of the Administrative Agent, would have a Material Adverse Effect on the risk profile or financial performance of the Acquired Assets, or result in a Material Adverse Change with respect to any Credit Party or any of their respective Subsidiaries, taken as a whole, as soon as commercially practicable following a request therefor from the Administrative Agent, but in any event within 60 days after such request, the Borrower shall furnish to the Administrative Agent (which shall furnish to each Lender) an Independent Reserve Report. (e) In the event that a "Reserves Report" (as defined in the First Lien Credit Agreement) is furnished to the First Lien Agent pursuant to Clause 22.5.1(A), Clause 22.5.1(B) or Clause 22.5.1(C) of the First Lien Credit Agreement, the Borrower shall, within two Business Days thereof, furnish to the Administrative Agent (which shall in turn furnish to each Lender) such Reserves Report delivered to the First Lien Agent. (f) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer of the Borrower and each other applicable Credit Party, certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company or its Subsidiaries Borrower and/or the applicable Credit Party owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or take-or-pay or other prepayments in excess of the volume specified in Section 7.18 7.17 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company any Credit Party or any Subsidiary of their Subsidiaries to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) Agent, and (Ev) attached thereto is a list of all marketing agreements entered into subsequent to the later schedule of the date hereof or the Most Recently Delivered Oil and Gas Properties evaluated by such Reserve Report which that are Mortgaged Properties and demonstrating the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had percentage of the value of the Oil and Gas Properties evaluated by such agreement been in effect on Reserve Report that the date hereofvalue of such Mortgaged Properties represent.

Appears in 1 contract

Sources: Second Lien Credit and Guarantee Agreement (Endeavour International Corp)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report as of the immediately preceding December 31 or June 30, as applicable. The Reserve Report as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers evaluating petroleum engineers reasonably acceptable to the Oil Administrative Agent and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party June 30 Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated December 31 Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver For any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that Interim Redetermination requested by the Administrative Agent notifies or the Company in writing that any Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report constitutes a Disputed Reserve Report (including with an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and “as of” date as required by the Administrative Agent may requestas soon as possible, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information provided by the Borrower in connection with the preparation of such Reserve Report and any other information delivered in connection therewith by the Borrower is true and correct, and any projections based upon such information have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable, subject to uncertainties inherent in all projections, (Bii) the Company Borrower or its Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its their Oil and Gas Properties evaluated in such Reserve Report which that would require the Company Borrower or any Subsidiary of its Subsidiaries to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which that the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof and (vi) 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 present value that such Mortgaged Properties represent.

Appears in 1 contract

Sources: Credit Agreement (Linn Energy, LLC)

Reserve Reports. (ai) On or before March 1 of each year (beginning March July 1, 2025)2018, the Company Issuer shall furnish to the Administrative Agent, the Technical Agent and the Lenders Holders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Issuer and its Subsidiaries the other Note Parties as of the immediately preceding April June 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”)2018. Each Updated Such Reserve Report (i) shall may be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer reservoir engineering manager of the Company Issuer who shall certify such Reserve Report update to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in accordance with the procedures used in the Initial Reserve Report. (ii) On or before March 1st and September 1st of each year, commencing March 1, 2019, the Issuer shall furnish to the Agent and the Holders a Reserve Report evaluating the Oil and Gas Properties of the Issuer and the other Note Parties as of the immediately preceding January 1st and July 1st, as applicable. The Reserve Report as of January 1st and delivered on or before March 1st of each year (the “January 1 Reserve Report”) shall be prepared by one or more Approved Petroleum Engineers, and each other Reserve Report of each year may be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the reservoir engineering manager of the Issuer who shall certify such Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in accordance with the procedures used in the immediately preceding Third-Party January 1 Reserve Report and Report. In addition, the Issuer shall be adjusted furnish to reflect the production levels since Agent (for delivery to the delivery of the most recent Holders) each Reserve Report (including the removal of together with any cash flows attributable certifications) provided to the production during First Lien Administrative Agent under the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve ReportFirst Lien Credit Facility. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (db) With the delivery of each Reserve Report, the Company Issuer shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) Holders a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Issuer or its Subsidiaries owns the other Note Parties 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Issuer or any Subsidiary other Note Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the immediately previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto to the certificate is a list of all marketing agreements entered into by a Note Party subsequent to the later of the date hereof or the Most Recently Delivered most recently delivered Reserve Report which the Company Issuer could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereof, (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.14(a) and (vii) attached thereto are forecasts prepared by management of the Issuer of its cash flow and capital expenditures for the 12-month period following the date of such Reserve Report Certificate.

Appears in 1 contract

Sources: Note Purchase Agreement (Rosehill Resources Inc.)

Reserve Reports. (a) On or before March 1 February 1st and August 1st of each year (beginning March year, commencing February 1, 20252020 (or, to the extent that the Initial Funding Date has not occurred on or prior to February 1, 2020, promptly following the Initial Funding Date), the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report evaluating, as of December 31 (for each February delivery) and June 30 (for each August delivery), the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America. The Reserve Report as of December 31 (for each February delivery) of each year starting with December 31, 2019 shall be prepared by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries Reserve Report as of the immediately preceding January 1 and July 1, respectively June 30 (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (bfor each August delivery) On or before June 1, September 1 and December 1 of each year (beginning December 1June 30, 20242020), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer or qualified agent of the Company Borrower who shall, in each case, certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used (x) with respect to each February delivery, the Reserve Report as of December 31, 2019 and (y) with respect to each August delivery, the immediately preceding December 31 Reserve Report. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared, at the election of the Borrower, (i) by one or more Approved Petroleum Engineers or (ii) by or under the supervision of the chief engineer or qualified agent of the Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated December 31 Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver For any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that Interim Redetermination requested by the Administrative Agent notifies or the Company in writing that any Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report constitutes a Disputed Reserve Report (including with an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and “as of” date as required by the Administrative Agent may requestas soon as possible, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) Certificate from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, it being understood by the Administrative Agent and the Lenders that projections concerning volumes and production and cost estimates contained in each Reserve Report are necessarily based upon opinions, estimates and projections and that neither the Borrower nor such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been accurate, (Bii) the Company Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report (other than those (x) disposed of since the date of such Reserve Report as permitted in accordance with the terms hereof, and (y) leases that have expired in accordance with their terms) and such Oil and Gas Properties are free (or will be at the time of the acquisition thereof) of all Liens except for Liens permitted by Section 9.03, (Ciii) except as set forth on an exhibit to the certificate or previously disclosed to the Administrative Agent in writing, on a net basis there are no gas imbalances, take or pay or other prepayments in excess prepayments, the value of which exceed the volume threshold specified in Section 7.18 7.16, with respect to its the Credit Parties’ Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary other Credit Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas the Borrowing Base Properties evaluated in the previous reserve report have been sold since the date of the last Reserve Report Borrowing Base determination except (A) those Borrowing Base Properties listed on such certificate as set forth on an exhibit having been disposed, or (B) as previously disclosed to the certificate, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent in writing, (in consultation with the Supermajority Lenders) and (Ev) attached thereto to the certificate is a list of all material marketing agreements (which are not cancellable on one hundred twenty (120) days’ notice or less without penalty or detriment) entered into subsequent to the later of the date hereof Effective Date or the Most Recently Delivered most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.17 had such agreement been in effect on the date hereofEffective Date, and (vi) attached thereto is a schedule demonstrating compliance (calculated at the time of delivery of such Reserve Report) with the Collateral Coverage Minimum.

Appears in 1 contract

Sources: Credit Agreement (Pressburg, LLC)

Reserve Reports. (a) On or before March 1 31st (or March 1st in the case of the Reserve Report in respect of December 31, 2012) and September 30th of each year (beginning year, commencing March 1, 2025)2013, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared evaluating, as of the immediately preceding December 31st and June 30th, the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America) that the Borrower desires to have included in any calculation of the Borrowing Base, together with such other reports, data and supplemental information, as may, from time to time, be reasonably requested by the Required Lenders. Each Reserve Report as of December 31 and June 30 shall be prepared, at the sole election of the Borrower, (x) by one or more Approved Petroleum Engineers evaluating or (y) by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries chief engineer of the Borrower or a Restricted Subsidiary; provided that Reserve Reports as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 31 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be that are prepared by or under the supervision of the chief engineer of the Company who Borrower or a Restricted Subsidiary shall certify in each case be accompanied by an audit letter issued by the applicable Approved Petroleum Engineer that has audited at least 80% of the Proved Reserves attributable to the Borrowing Base Properties of the Credit Parties by value, so long as such Approved Petroleum Engineer is not restricted from providing such a letter, or having such a letter provided, by its internal policies. (b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared by one or more Approved Petroleum Engineers or 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 provide such Reserve Report update with an “as of” date as required by the Administrative Agent, as soon as possible, but in any event no later than 30 days, in the case of any Interim Redetermination requested by the Borrower or 45 days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to be true and accurate the Administrative Agent a Reserve Report Certificate from an Authorized Officer of the Borrower certifying that in all material respects and to have respects: (i) in the case of Reserve Reports prepared by or under the supervision of the chief engineer of the Borrower or a Restricted Subsidiary (other than December 31 Reserve Reports), such Reserve Report has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report or the Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) the information contained in the Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” other information delivered in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects; (iii) except as set forth in an exhibit to such certificate, (B) the Company Borrower or its Subsidiaries owns another Credit Party has good and defensible title to the Oil and Gas Borrowing Base Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold those (x) Disposed of in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation compliance with the Supermajority Lenders) and (E) attached 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 Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereof.-133- 727670773 12335469

Appears in 1 contract

Sources: Credit Agreement (EP Energy Corp)

Reserve Reports. (a) On or before March 1 each date set out in the right column of each year (beginning March 1, 2025)the following table, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Restricted Subsidiaries as of the immediately preceding January 1 or date set out in the same line in the left column of such table: May 15, 2013 June 1, 2013 July 1, 2013 and each July 1 thereafter the next following September 1 January 1, 2014 and each January 1 thereafter. the next following March 1 (b) The Reserve Reports as applicable (a “Replacement Reserve Report”), of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers acceptable to Engineers, and the Administrative AgentReserve Reports as of May 15, so long 2013 or as such of July 1 of each year shall be prepared either by Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after Engineers or, at the delivery Borrower’s option, by the internal reserve engineering staff of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report Borrower in accordance with the terms hereof. To procedures used in the extent immediately preceding January 1 Reserve Report. (c) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Replacement Reserve Report is delivered prepared either (i) after a Compliance Certificate is delivered during a Disputed by Approved Petroleum Engineers or by Borrower’s internal reserve engineering staff, in each case 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 Period or (ii) after a Compliance Certificate is delivered which includes calculations derivedwith an “as of” date as required by the Administrative Agent as soon as possible, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two no later than thirty (230) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer on behalf of the Borrower certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects, respects that (Bi) the Company or its Subsidiaries owns good and defensible title except as set forth on an exhibit 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 9.03certificate, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Dii) none of their proved Oil and Gas Properties evaluated in the 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 its such Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent sold, (in consultation with the Supermajority Lenders) and (Eiii) attached thereto is a list schedule of all marketing agreements entered into subsequent to the later Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties which demonstrates the percentage of the total value of the proved Oil and Gas Properties that the value of such Mortgaged Properties represents in compliance with Section 8.14(a)(i), and (iv) attached thereto is a summary schedule of the Unproven Utica Shale Acreage as of the date hereof or the Most Recently Delivered of such Reserve Report which the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofdemonstrates compliance with Section 8.14(a)(ii).

Appears in 1 contract

Sources: Credit Agreement (Rice Energy Inc.)

Reserve Reports. (a) On or before December 1, 2018, and each March 1 of each year (beginning March 1, 2025)and September 1 thereafter, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report evaluating the Oil and Gas Interests of the Borrower and the other Credit Parties as of September 30, 2018 (for the Reserve Report delivered on December 1, 2018), and for each subsequent Reserve Report, the immediately preceding December 31 and June 30. The Reserve Report as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries Engineers. The Reserve Report as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 30 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared either by Approved Petroleum Engineers or under the supervision of the chief engineer of the Company who by Borrower’s internal reserve engineering staff, which shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31 Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies and the Company in writing that any Lenders a Reserve Report constitutes a Disputed prepared by the Borrower’s internal reserve engineering staff, which shall certify such Reserve Report (including an Updated Reserve Report), then such Disputed to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, with an “as of” date of no more than sixty (60) days prior to such Redetermination Date and delivered to the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within later than thirty (30) days after prior to such engagement of an Approved Petroleum EngineerRedetermination Date; provided, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derivedthat, in any partlieu thereof, from in connection with such Interim Redetermination, if agreed by the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (Borrower and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical most recently delivered Reserve Report may be used for such Interim Redetermination. For any Interim Redetermination requested by the Administrative Agent and or the Lenders (i) a database of Borrower pursuant to Section 3.02, the Oil and Gas Properties evaluated in Borrower shall provide such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a with an Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns 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 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold since the as of” date of the last Reserve Report except as set forth on an exhibit to the certificate, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and as soon as possible, but in no event later than 30 days following the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is a list receipt of all marketing agreements entered into subsequent to the later of the date hereof or the Most Recently Delivered Reserve Report which the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofrequest.

Appears in 1 contract

Sources: Debt Agreement (Exco Resources Inc)

Reserve Reports. (aA) On or before March 1 1, May 10, August 10 and November 10 of each year (beginning March 1year, 2025)commencing November 10, 2018, the Company Borrower shall furnish to the Administrative Agent, Agent (who shall make such information available to the Technical Agent and the Lenders Lenders) a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties Properties, including oil and gas Swap Agreements in place at the end of each quarter, of the Company Borrower and its the Borrower’s Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”)respectively. Each Updated The Reserve Report (i) as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the April 1, July 1 and October 1 Reserve Reports of each year shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated January 1st Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as . The values of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of set forth in a Reserve Report in accordance with are the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the present values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (Oil and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve ReportGas Properties discounted at 10% per annum. (dB) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: that in all material respects (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects, (Bi) the Company Borrower or its the Borrower’s Subsidiaries owns 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 9.037.3, (Ci) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 5.18 with respect to its the Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary of the Borrower’s Subsidiaries to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Di) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold since the date of the last most recently delivered Reserve Report except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Required Lenders, (in consultation with the Supermajority Lenders) and (Ei) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 disclose under Section 5.19 had such agreement been in effect on the date hereofClosing Date and (i) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating that such Mortgaged Properties represent at least the Threshold Amount of the total value of the Oil and Gas Properties in compliance with Section 6.14(A).

Appears in 1 contract

Sources: Multidraw Term Loan Agreement (Petroquest Energy Inc)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning year, commencing March 1, 2025)2017, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report as of January 1 to be delivered on March 1 of each year shall be prepared by the Loan Parties and reviewed or audited by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January July 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, be delivered on September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who Loan Parties. (b) In the event of an Interim Redetermination, the Borrower shall certify furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Loan Parties, except that the Properties covered by such report may, in the discretion of the Borrower, be limited to the proved Oil and Gas Properties acquired since the last redetermination of the Borrowing Base. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b)(ii), the Borrower shall provide such Reserve Report update with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than forty-five (45) days following the receipt of such request. (c) The delivery of each Reserve Report pursuant to this Section 8.12 shall be true deemed to constitute a representation and accurate warranty by the Borrower on the date thereof that in all material respects respects: (i) the information contained in such Reserve Report and any other information delivered in connection therewith is based on information that was prepared in good faith based upon assumptions believed to have be reasonable at the time, (ii) with respect to each July 1 Reserve Report, such Reserve Report has been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of after taking into account any cash flows attributable required changes to the production during the time period prior to the delivery of such Updated Reserve Reportprocedures), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days ofiii) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns Loan Parties own good and defensible title to the proved producing Oil and Gas Properties and good title to the other proved Oil and Gas Properties, in each case, evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, and (Civ) except as certified to the Administrative Agent in writing, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its proved Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary Loan Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor. If requested by the Administrative Agent, with the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that to his knowledge, after reasonable inquiry, in all material respects: (Di) none of their proved Oil and Gas Properties evaluated in the 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 its proved Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Eii) attached thereto to the certificate is a list of all marketing agreements with a term of more than one month that have been entered into subsequent to the later of the date hereof or the Most Recently Delivered most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (iii) attached thereto is a schedule of the proved Oil and Gas Properties of each Loan Party evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total present value of the proved Oil and Gas Properties evaluated by such Reserve Report that such Mortgaged Properties represent.

Appears in 1 contract

Sources: Credit Agreement (Resolute Energy Corp)

Reserve Reports. (a) On or before March 1 and September 1 of each year (beginning March year, commencing September 1, 2025)2014, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. Reserve Report due March 1) and July 1 (b) On or before June with respect to the Reserve Report due September 1, September 1 and December ). The Reserve Report due March 1 of each year (beginning December 1shall be prepared by one or more Approved Petroleum Engineers, 2024), and the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties due September 1 of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) each year shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report most recently prepared by the Approved Petroleum Engineers. Additionally, on or before December 1, 2014 and June 1, 2015, the Borrower shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable furnish to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Administrative Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, Lenders a Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries as of the immediately preceding January 1 or July October 1, as applicable 2014 (a “Replacement with respect to the Reserve Report”Report due December 1, 2014) and April 1, 2015 (with respect to the Reserve Report due June 1, 2015). The Reserve Reports due December 1, 2014 and June 1, 2015 shall be prepared by one or more Approved Petroleum Engineers acceptable to under the Administrative Agent, so long as supervision of the chief engineer of the Borrower who shall certify such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report to be true and accurate and to have been prepared in accordance with the terms hereof. To procedures used in the extent a Replacement Reserve Report is delivered either most recently prepared by the Approved Petroleum Engineers. (ib) after In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Compliance Certificate is delivered during a Disputed Reserve Report Period prepared by or (ii) after a Compliance Certificate is delivered which includes calculations derived, 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 any part, from accordance with the values included procedures used in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either casemost recently prepared by the Approved Petroleum Engineers. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.5(b), the Company Borrower shall deliverprovide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, promptly following (and but in any event within two no later than thirty (230) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in from its principal executive officer or the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer principal financial officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company or Borrower and its Subsidiaries owns good and defensible title Defensible Title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Excepted Liens permitted by Section 9.03and Liens securing the Obligations, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 4.22 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary its Subsidiaries to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower or its Subsidiaries could reasonably be expected to have been obligated to list on Schedule 7.19 4.24 had such agreement been in effect on the date hereofhereof and (vi) 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 the Oil and Gas Properties evaluated in such Reserve Report that the value of such Mortgaged Properties represent in compliance with Section 5.15.

Appears in 1 contract

Sources: Credit Agreement (Ring Energy, Inc.)

Reserve Reports. (a) On or before March 1 April 1st and October 1st of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report evaluating the oil and gas reserves attributable to the Oil and Gas Properties of the Credit Parties and their Restricted Subsidiaries as of the immediately preceding December 31 and June 30, respectively. The Reserve Report as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party June 30 Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31 Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (db) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer Certificate certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Restricted Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 prepayments, with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofClosing Date and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties. (c) The Borrower shall at all times cooperate with the Approved Petroleum Engineers so as to enable them to produce all reports required by, or contemplated to be delivered under, this Agreement.

Appears in 1 contract

Sources: Credit Agreement (Atp Oil & Gas Corp)

Reserve Reports. (a) On or before each March 1 of each year (beginning March 1, 2025)31 after the Closing Date until the Redemption Date, the Company Issuer shall furnish cause the preparation and delivery to the Administrative AgentPurchaser of petroleum engineering reports, in a form reasonably satisfactory to the Technical Agent Purchaser, relating to the Properties and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 December 31 (collectively, the "Reserve Reports" and July 1, respectively (eachindividually, a “Third-Party "Reserve Report"). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1each September 30 after the Closing Date until the Loan Terminate Date, the Issuer shall cause the preparation and delivery to the Purchaser of a semi-annual update of the preceding annual Reserve Report (or in the case of the update to be provided on or before September 1 and December 1 30, 2001, an update of each year (beginning December 1, 2024the Initial Reserve Report), the Company shall deliver an such update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries be effective as of the immediately preceding April 1June 30 (collectively, July 1 the "Update Reports" and October 1, respectively (eachindividually, an “Updated Reserve "Update Report"). Each Updated annual Reserve Report (i) required hereby shall be prepared by Engineers and shall be prepared at the Issuer's sole expense. Each semi-annual Update Report required hereby shall be prepared by or under the supervision of the Issuer's chief engineer petroleum engineer. At the time that the Issuer delivers or causes to be delivered to Purchaser each Reserve Report and each Update Report, the Issuer shall also deliver to the Purchaser a certificate of an authorized officer of the Company Issuer attesting to facts sufficient to establish whether the Issuer is in compliance with the ratios set forth in Sections 7.1(y) and 7.2(q) and (r). Either party may request additional Reserve Reports. Any additional Reserve Reports shall be prepared by Engineers but at the expense of the requesting party. Each Reserve Report shall set forth updated estimates of Proved Developed Producing Reserves, Proved Developed Non-producing Reserves, Proved Undeveloped Reserves, projected production profiles and overall economics of the Properties. Each Reserve Report and Update Report will be based on the following assumptions: (i) Hydrocarbon pricing used will be determined by the Purchaser, in its sole discretion, using the parameters set forth on Schedule 7.1(f)(i) attached hereto. (ii) Operating Expenses and production taxes will be derived by the Engineers who shall certify prepare such report from the Operator's best estimate and historical Operating Expenses. (iii) If within 30 days after the receipt of any Reserve Report or Update Report the Purchaser sends written notice to the Issuer of any objections that the Purchaser has to the methodology or assumptions used in preparing such Reserve Report update or Update Report or with respect to be true and accurate the Operating Expenses or production taxes utilized therein, the Issuer shall cause the Engineers in all material respects the case of a Reserve Report or the Issuer's chief petroleum engineer in the case of an Update Report to make such modifications to the Reserve Report or Update Report as the Purchaser may reasonably request, and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party resubmit such modified Reserve Report and shall be adjusted to reflect or Update Report within 30 days after the production levels since the delivery of the most recent Reserve Report Purchaser's request. (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Reportiv) Notwithstanding subsections (i), and (ii) shall be based on an updated Five-Year Strip Price as and (iii) above, any estimations of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” Proved Reserves in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve or Update Report (including an Updated Reserve Report)are subject to good faith modification by the Purchaser, then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for in it sole discretion, at any purpose under this Agreementtime and from time to time, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable based on information available to the Administrative AgentPurchaser and, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Reportmade in good faith, such Replacement Reserve Report modifications shall constitute be conclusive as between the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent Issuer and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns 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 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached 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 Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofPurchaser.

Appears in 1 contract

Sources: Note Purchase Agreement (Atp Oil & Gas Corp)

Reserve Reports. (a) On or before March 1 April 1st and October 1st of each year (beginning March 1, 2025)year, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries as of the immediately preceding April 1December 31st and June 30th, July 1 and October 1, respectively (each, an “Updated Reserve Report”)as applicable. Each Updated The Reserve Report (i) as of December 31st of 2016 which shall be delivered on or before April 1st of 2017, shall be prepared by or under the supervision of the chief engineer of the Company Borrower in accordance with the Borrower’s past practices and shall be audited by one or more Approved Petroleum Engineers. Thereafter, (i) each Reserve Report as of December 31st and delivered on or before April 1st of each year (the “December 31 Reserve Report”), shall be prepared by one or more Approved Petroleum Engineers, and (ii) each Reserve Report as of June 30th delivered on or before October 1st of each year shall be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party December 31 Reserve Report. (b) In the event of a request for an Interim Redetermination pursuant to Section 2.07(b), the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report and shall be adjusted to reflect prepared by or under the production levels since the delivery supervision of the most recent chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report with an “as of” date as required by the Administrative Agent as soon as commercially reasonable, but in any event no later than thirty (including 30) days following the removal of any cash flows attributable to the production during the time period prior to the delivery receipt of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date request; provided that is five (5) Business Days at any time prior to delivery of such Updated Reserve Report and shall otherwise the Administrative Agent may, or at the direction of the Required Lenders shall, elect to use the most recently delivered Reserve Report, which such Reserve Report may be rolled forward” forward in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Reportcustomary manner. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate Certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) I from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) except as set forth on an exhibit to the Company certificate, the Borrower or its Subsidiaries owns the other Loan Parties own good and defensible title to the 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, (A) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its the Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary other Group Member to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefor and (B) there are no take-or-pay or ship-or-pay contracts that have not been disclosed in a previous Reserve Report Certificate, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold (other than Hydrocarbons sold in the ordinary course of business) 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 its Oil and Gas Properties sold (other than Hydrocarbons sold in the ordinary course of business business) and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto to the certificate is a list of all marketing agreements entered into by a Group Member subsequent to the later of the date hereof or the Most Recently Delivered most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) 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 PV-9 of the Oil and Gas Properties that the value of such Mortgaged Properties represent and that such percentage is in compliance with Section 8.13(a) (the certificate described herein, the “Reserve Report Certificate”). For the avoidance of doubt, the requirement to provide a Reserve Report Certificate shall require the delivery of such Reserve Report Certificate at the time each Reserve Report is delivered.

Appears in 1 contract

Sources: Senior Secured Revolving Credit Agreement (Swift Energy Co)

Reserve Reports. (a) On or before March 1 August 15th and February 15th of each year (beginning March 1year, 2025)commencing August 15, 2017, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report evaluating, as of the immediately preceding June 30th and December 31st, respectively, the Proved Reserves of the Borrower and the Credit Parties located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America) that the Borrower desires to have included in any calculation of the Borrowing Base. Each Reserve Report as of December 31 shall be prepared at the Borrower’s election, by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries Engineers. Each Reserve Report as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) 30 shall be prepared by or under the supervision of the chief engineer of the Company who shall certify Borrower, provided that the Borrower may elect to have such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with by one or more Approved Petroleum Engineers. In any event, the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable in a form reasonably acceptable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve ReportAdministrative Agent. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable or by or under the supervision of the chief engineer of the Borrower. For any Interim Redetermination pursuant to Section 2.14(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Reportsoon as possible, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two no later than thirty (230) Business Days of) the delivery of such Replacement Reserve Reportdays, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form case of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared Interim Redetermination requested by the Company is true and correct in all material respectsBorrower or 45 days, (B) the Company or its Subsidiaries owns 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 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold since the date case of the last Reserve Report except as set forth on an exhibit to the certificate, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (c) At the time of delivery of any Reserve Report pursuant to clauses (a) or (b) of this Section 9.13, the Borrower shall also deliver to the Administrative Agent a true and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is a complete list of all marketing agreements entered into subsequent to commodity Hedge Transactions of each Credit Party (including the later of the date hereof type, applicable commodity prices and notional amounts or the Most Recently Delivered Reserve Report which the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofvolumes).

Appears in 1 contract

Sources: Credit Agreement (Roan Resources, Inc.)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March year, commencing September 1, 2025)2006, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers evaluating or by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries as chief engineer of the immediately preceding January 1 Borrower and July 1audited or reviewed by one or more Approved Petroleum Engineers, respectively (each, a “Third-Party and all other Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) Reports shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Borrower and otherwise in a manner consistent with the preceding December 31st Reserve Report. Each Reserve Report update 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 in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31 Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, Lenders a Reserve Report evaluating prepared by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries as chief engineer of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as Borrower who shall certify such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report to be true and accurate in all material respects and to have been prepared in accordance with the terms hereofprocedures used in the immediately preceding December 31 Reserve Report. To For any Interim Redetermination requested by the extent a Replacement Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derivedwith an “as of” date as required by the Administrative Agent as soon as possible, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two no later than forty-five (245) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated having a value in the previous reserve report excess of $1,000,000 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) 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 Borrowing Base that the value of such Mortgaged Properties represent.

Appears in 1 contract

Sources: Credit Agreement (Bill Barrett Corp)

Reserve Reports. (a) On or before each March 1 of each year (beginning March 1, 2025), 15 and August 15 the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders Arranger a Reserve Report effective as the previous January 1st and July 1st, as applicable. Each such Reserve Report shall be prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority LendersEngineers. Notwithstanding the foregoingpreceding, the Company shall Borrower will not be required to deliver any Updated the first Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1hereunder until August 15, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report2004. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (db) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) Arranger a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Subsidiaries owns 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 9.0310.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 8.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefore, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold since the date of the last previous Reserve Report delivered except as set forth on an exhibit to the certificate, which exhibit certificate shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 -------- 8.20 or Schedule 8.25 had such agreement been in effect on the date hereofhereof and ---- ------------- (vi) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Properties. (c) In connection with the delivery of the Reserve Reports to be delivered in Section 9.12(a) above, the Borrower shall also furnish to the Administrative Agent and the Arranger a reserve report with respect to the Oil and Gas Properties conveyed to the Lenders as part of any ORRI Conveyance provided to the Lenders under this Agreement.

Appears in 1 contract

Sources: Credit Agreement (Crested Corp)

Reserve Reports. (ai) On or before March 1 of each year (beginning Before September 1, 2013, November 15, 2013, and March 1, 2025)2014, the Company Borrowers shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrowers and its their Subsidiaries as of the immediately preceding April June 30, 2013 (or July 1, July 1 and 2013), in the case of the Reserve Report required to be delivered by September 1, 2013, as of the preceding September 30, 2013 (or October 1, respectively (each2013), an “Updated Reserve Report”). Each Updated in the case of the Reserve Report required to be delivered by November 15, 2013, and as of the preceding December 31, 2013 (i) or January 1, 2014), in the case of the Reserve Report required to be delivered by March 1, 2014. The Reserve Reports required to be delivered on or before September 1, 2013 and March 1, 2014 shall be prepared by one or more Approved Petroleum Engineers, and the Reserve Report required to be delivered on or before November 15, 2013 shall be prepared by or under the supervision of the chief engineer of the Company who Borrowers. (ii) Commencing with the Reserve Report required to be delivered by September 1, 2014 and thereafter semi-annually on each March 1st and September 1st of each year, the Borrowers shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Borrowers and their Subsidiaries as of the immediately preceding December 31st (or January 1st) and June 30th (or July 1st), as applicable. The Reserve Report required to be delivered on or before March 1st of each year shall be prepared by one or more Approved Petroleum Engineers, and the Reserve Report required to be delivered on or before September 1st of each year shall be prepared by or under the supervision of the chief engineer of the Borrowers. (iii) For each Reserve Report prepared pursuant to clauses (i) and (ii) above, the chief engineer of each Co-Borrower shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrowers shall furnish to the Administrative Agent notifies and the Company in writing that any Lenders a Reserve Report constitutes a Disputed prepared by or under the supervision of the chief engineer of the Borrowers who shall certify such Reserve Report (including an Updated Reserve Report), then such Disputed to be to be true and accurate and to have been prepared in accordance with the procedures used in the most recently delivered Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of prepared by an Approved Petroleum Engineer. For any Interim Redetermination requested by the Administrative Agent or the Borrowers pursuant to Section 2.07(b), a the Borrowers shall provide such Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries with an “as of the immediately preceding January 1 or July 1, of” date as applicable (a “Replacement Reserve Report”), prepared required by one or more Approved Petroleum Engineers acceptable to the Administrative AgentAgent as soon as possible, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two no later than forty-five (245) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrowers shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer from each Co-Borrower certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrowers or its their Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrowers or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of the Borrowers’ and their Subsidiaries’ Oil and Gas Properties evaluated in the 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 its proved Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrowers could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Collateral and that the Engineered Value of such Oil and Gas Properties represents at least eighty percent (80%) (by value) of the proved Oil and Gas Properties of the Loan Parties evaluated in the Reserve Report delivered to the Administrative Agent most recently prior to the Reserve Report attached to such certificate.

Appears in 1 contract

Sources: Credit Agreement (Sanchez Energy Corp)

Reserve Reports. (a) On or before March 1 of each year (beginning March November 1, 2025)2019, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Proved Oil and Gas Properties of the Company Borrower and its Subsidiaries as of the immediately preceding January 1 and July October 1, respectively 2019 (each, a the Third-Party October 2019 Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June April 1st and October 1st of each year, commencing April 1, September 1 and December 1 of each year (beginning December 1, 2024)2020, the Company Borrower shall deliver an update furnish to the most recently delivered Third-Party Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries as of the immediately preceding April 1January 1st and July 1st, respectively. The Reserve Report as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the October 2019 Reserve Report and the July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) of each year shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent January 1 Reserve Report (including or, in the removal case of any cash flows attributable to the production during October 2019 Reserve Report, the time period prior to the delivery of such Updated Initial Reserve Report). (b) In the event of an Interim Redetermination, and (ii) the Borrower shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory furnish to the Technical Administrative Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Lenders a Reserve Report during any Disputed prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report Period; provided that if to be true and accurate and to have been prepared in accordance with the Company did not deliver an Updated procedures used in the immediately preceding January 1 Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that in all material respects. For any Interim Redetermination requested by the Administrative Agent notifies or the Company in writing that any Borrower pursuant to Section 2.07(c), the Borrower shall provide such Reserve Report constitutes a Disputed Reserve Report (including with an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and “as of” date as required by the Administrative Agent may requestas soon as possible, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying thatthat in all material respects: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respects, (Bii) the Company Borrower or its Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold (other than Hydrocarbons sold in the ordinary course of business) 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 its Oil and Gas Properties sold (other than Hydrocarbons sold in the ordinary course of business business) and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofhereof and (vi) attached 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 the total proved Oil and Gas Properties evaluated in such Reserve Report is in compliance with Section 8.14(a).

Appears in 1 contract

Sources: Credit Agreement (Contango Oil & Gas Co)

Reserve Reports. (a) On or before March 1 Reserve Reports pertaining to the six-month period ending December 31st and June 30th of each year (beginning March 1, 2025with such Reserve Reports to be delivered on or before the 60th day following such six-month period), the Company shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report ; provided that with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before Reserve Report for the period ending June 1, September 1 and December 1 30th of each year (beginning December 1year, 2024), the Company shall deliver an update to the most recently delivered Third-Party such Reserve Report evaluating the Oil need only be prepared by Borrower and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, audited by an “Updated Reserve Report”)Approved Engineer. Each Updated Reserve Report shall be in form and substance satisfactory to Administrative Agent, and shall: (i) shall be prepared accompanied by or under the supervision a certification of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable Borrower to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date effect that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that nothing has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns 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 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold occurred since the date of the last Reserve Report except as set forth on an exhibit to the certificate, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached 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 Company that could reasonably be expected to have result in a Material Adverse Change, except that which has previously been obligated disclosed to list on Schedule 7.19 had such agreement been Administrative Agent in effect on writing; (ii) be accompanied by a reconciliation showing any changes in the Oil and Gas Property Collateral since the date hereofof the most recent of such Reserve Report in Borrower’s (or such Subsidiaries’, as the case may be) Working Interest or net revenue interest; (iii) be accompanied by a report, electronically delivered, containing a schedule of the Oil and Gas Collateral evaluated in such Reserve Report and demonstrating compliance with the Collateral coverage test under Section 7.18, and (iv) contain such other information as may be requested by Administrative Agent. Each delivery of a Reserve Report by Borrower to Administrative Agent also shall constitute a representation and warranty by Borrower to Administrative Agent that, unless otherwise disclosed to Administrative Agent in writing on or prior to the date of such delivery, (I) Borrower (or its Subsidiary, as the case may be) owns the Oil and Gas Properties described in the Reserve Report, free and clear of any Liens (except Permitted Liens), and (II) the Oil and Gas Properties described in such Reserve Report constitute at least ninety-five percent (95%) of the value of Borrower’s Proved Reserves.

Appears in 1 contract

Sources: Loan Agreement (Ram Energy Resources Inc)

Reserve Reports. (a) On or before March Promptly after January 1 of each year (beginning March calendar year, commencing January 1, 2025)2010 and in any event before March 1st and promptly after July 1 of each calendar year, commencing July 1, 2010 and in any event before September 1st of each year, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report. The Reserve Report as of January 1 of each year and the Reserve Report delivered in connection with the first redetermination shall be prepared by Borrower or an Approved Petroleum Engineer and audited by one or more Approved Petroleum Engineers evaluating Engineers, and the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January July 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who Borrower. In each case, the chief engineer of Borrower shall certify such Reserve Report update is 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 in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (cb) In that the event that of an Interim Redetermination, except in connection with the first redetermination, the Borrower shall furnish to the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, Lenders a Reserve Report evaluating prepared by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries as chief engineer of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as Borrower who shall certify such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute to be based on information that was prepared in good faith based upon assumptions believed to be reasonable at the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report time and to have been prepared in accordance with the terms hereofprocedures used in the immediately preceding Reserve Report. To For any Interim Redetermination requested by the extent a Replacement Administrative Agent or the Borrower pursuant to ‎Section 2.07(b)(ii) or Section 2.07(b)(iii), the Borrower shall provide such Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derivedwith an “as of” date as required by the Administrative Agent as soon as possible, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two no later than forty-five (245) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that to his knowledge, after reasonable investigation, in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is based on information that was prepared in good faith based upon assumptions believed to be reasonable at the time, (Bii) the Company Borrower or its Subsidiaries owns good and defensible title to the proved Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section ‎Section 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section ‎Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their the Borrower’s and its Subsidiaries’ proved Oil and Gas Properties evaluated in the 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 its proved Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof and (vi) attached 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 Borrowing Base that the value of such Mortgaged Properties represent.

Appears in 1 contract

Sources: Credit Agreement (Magnum Hunter Resources Corp)

Reserve Reports. (a) On March 1 and September 1 of each year (or before in the case of the Determination Date to occur on November 1, 2012, October 15, 2012), commencing October 15, 2012, Borrower shall furnish to Administrative Agent and Lenders a Reserve Report dated as of the preceding January 1 of that year for the Reserve Report due March 1 and as of the preceding July 1 of that year for the Reserve Report due September 1 (or in the case of the Reserve Report due October 15, 2012, a Reserve Report dated as of October 1, 2012). Each Reserve Report required to be delivered on March 1 of each year (beginning March 1, 2025), the Company shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report be prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1audited by Netherland, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On & Associates, Inc. or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update another independent petroleum consulting firm reasonably acceptable to the most recently delivered Third-Party Administrative Agent. Each other Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) shall be prepared by or Borrower’s in-house staff under the supervision of the chief engineer of the Company appropriate officer who shall certify such Reserve Report update to be true and accurate in all material respects and, except as disclosed therein, to have been prepared in accordance with the methodology and procedures used in the immediately preceding January 1 Reserve Report. MRC Energy Company Credit Agreement (b) In the event of any special determination of the Conforming Borrowing Base or the Borrowing Base under Section 4.4, Borrower shall furnish to Administrative Agent and Lenders a Reserve Report prepared by Borrower’s in-house staff under the supervision of the appropriate officer who shall certify such Reserve Report to be true and accurate in all material respects and, except as disclosed therein, and to have been prepared in accordance with the methodology and procedures used in the immediately preceding Third-Party Reserve Report. Borrower shall provide such Reserve Report and with an “as of” date as reasonably requested by Administrative Agent as soon as possible, but in any event no later than sixty (60) days following the receipt of the reasonable request by Administrative Agent. For any special determination requested by Borrower pursuant to Section 4.4, the “as of” date shall be adjusted to reflect not more than 120 days preceding the production levels since the date of delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement corresponding Reserve Report. (c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report. (d) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders Lenders, a certificate from a Responsible Officer certifying on behalf of Borrower that in all material respects: (i) a database of the Oil information contained in the Reserve Report and Gas any other information delivered in connection therewith is true and correct, (ii) the Credit Parties own good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns good and defensible title to the shall note which Oil and Gas Properties evaluated in such Reserve Report are Mortgaged Properties) and such Borrowing Base Properties are free of all Liens except for Liens permitted by under Section 9.038.2, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalancesMaterial Gas Imbalances and the aggregate amount of all Advance Payments received by any Credit Party under Advance Payment Contracts that have not been satisfied by delivery of production does not exceed $1,000,000, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Borrowing Base Properties evaluated in the previous reserve report most recent 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 (A) all of its Oil Borrowing Base Properties sold, (B) all Borrowing Base Properties added to and Gas Properties sold other than Hydrocarbons sold deleted from the immediately prior Reserve Report, showing any change in the ordinary course of business and in such detail as reasonably required by the Administrative Agent working interest or net revenue interest and the Technical Agent (in consultation with the Supermajority Lenders) reason for such change, and (EC) attached thereto is a list of all marketing agreements entered into subsequent Persons disbursing proceeds to the later of Credit Parties from the date hereof or the Most Recently Delivered Reserve Report which the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereofBorrowing Base Properties.

Appears in 1 contract

Sources: Credit Agreement (Matador Resources Co)

Reserve Reports. (a) On or before March 1 1st and September 1st of each year (beginning March year, commencing September 1, 2025)2004, the Company Borrower shall furnish to the Administrative Agent, the Technical 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 evaluating or by or under the Oil and Gas Properties supervision of the Company and its Subsidiaries as chief engineer of the immediately preceding January 1 Borrower and July 1audited or reviewed by one or more Approved Petroleum Engineers, respectively (each, a “Third-Party and all other Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an “Updated Reserve Report”). Each Updated Reserve Report (i) Reports shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Borrower and otherwise in a manner consistent with the preceding January 1st Reserve Report. Each Reserve Report update 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 in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June January 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report. (cb) In that the event that of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, Lenders a Reserve Report evaluating prepared by or under the Oil and Gas Properties supervision of the Company chief engineer of the Borrower who shall certify such Reserve Report to be true and its Subsidiaries as of accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after For any Interim Redetermination requested by the delivery of any Replacement Reserve ReportAdministrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Replacement Reserve Report shall constitute with an "as of" date as required by the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derivedAdministrative Agent as soon as possible, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and but in any event within two no later than forty-five (245) Business Days of) days following the delivery receipt of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report, the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (Bii) the Company Borrower or its Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 7.19 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated having a value in the previous reserve report excess of $1,000,000 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent Agent, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 7.20 had such agreement been in effect on the date hereofhereof and (vi) 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 Borrowing Base that the value of such Mortgaged Properties represent.

Appears in 1 contract

Sources: Credit Agreement (Bill Barrett Corp)

Reserve Reports. (a) On or before March 1 1st, June 1st. September 1st and December 1st of each year (beginning March year, commencing June 1, 2025)2017, the Company Borrower shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a “Third-Party Reserve Report”). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD ▇▇▇▇▇ once per fiscal year. (b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company Borrower and its Subsidiaries as of the immediately preceding April 1December 31st, July 1 March 31st, June 30th and October 1, respectively (each, an “Updated Reserve Report”)September 30th respectively. Each Updated The Reserve Report (i) as of December 31st of each year shall be prepared by one or more Approved Petroleum Engineers, and the other Reserve Reports of each year shall be prepared by or under the supervision of the chief engineer of the Company Borrower who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be “rolled forward” in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement 31st Reserve Report. (cb) In If the Majority Lenders reasonably determine not more than one time between delivery of a Reserve Report that event that there has been a material adverse change in the Borrower’s and its Subsidiaries’ Oil and Gas Properties, drilling results, Total PDP PV-10 or cash flows, they may request an interim Reserve Report (each such, an “Interim Reserve Report”), and the Borrower shall furnish to the Administrative Agent notifies the Company in writing that any such Interim Reserve Report constitutes a Disputed prepared by an Approved Petroleum Engineer. For any Interim Reserve Report (including an Updated Reserve Report)so requested, then the Borrower shall provide such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and with an “as of” date as reasonably required by the Administrative Agent may requestas soon as possible, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within but in any event no later than thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating following the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a “Replacement Reserve Report”), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect receipt of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Reportrequest. (dc) With the delivery of each Reserve Report (including any Interim Reserve Report), the Company Borrower shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a “Reserve Report Certificate”) from a Responsible Officer certifying thatthat in all material respects: (Ai) the factual information upon which such contained in the Reserve Report is based and any factual other information included delivered in such Reserve Report prepared by the Company connection therewith is true and correct in all material respectscorrect, (Bii) the Company Borrower or its Subsidiaries owns 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 9.03, (Ciii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in s evaluated in such Section 7.18 with respect to its Oil and Gas Properties evaluated in such Propertie Reserve Report which would require the Company Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (Div) none of their Oil and Gas Properties evaluated in the previous reserve report 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 its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent sold, (in consultation with the Supermajority Lenders) and (Ev) attached thereto 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 most recently delivered Reserve Report which the Company Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in 7.19 n effect on the date hereofhereof and (vi) attached thereto is a schedule of the Oil and Gas been i Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of the Oil and Gas Properties that the value of such Mortgaged Properties represent.

Appears in 1 contract

Sources: Term Loan Credit Agreement (Rex Energy Corp)