Common use of Reserve Reports Clause in Contracts

Reserve Reports. (a) On or before January 1 and July 1 of each year, commencing July 1, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries as of the immediately preceding October 1 (with respect to the Reserve Report due January 1) and April 1 (with respect to the Reserve Report due July 1). The Reserve Report due January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the Reserve Report due July 1 of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the Reserve Report most recently prepared by the Approved Petroleum Engineers; provided, however, that the Reserve Report due July 1, 2017 may be prepared by one or more Approved Petroleum Engineers in lieu of the foregoing requirement by the chief engineer of the Borrower. Additionally, on or before October 1, 2017 and April 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries as of July 1, 2017 (with respect to the Reserve 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 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 Reserve Report most recently prepared by the Approved Petroleum Engineers.

Reserve Reports. (a) On or before January 1 March 1st and July 1 September 1st of each year, commencing July September 1, 20172013, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries as of the immediately preceding October January 1 (with respect to the Reserve Report due January 1) and April 1 (with respect to the Reserve Report due July 1). The Reserve Report due as of January 1 of each year shall be comprised of (i) a report prepared by one or more Approved Petroleum Engineers with regards to not less than 80% of the total value of the Oil and Gas Properties of the Borrower and its Subsidiaries and (ii) a report on the remainder of the Oil and Gas Properties of the Borrower and its Subsidiaries prepared by or under the supervision of the chief engineer of the Borrower who shall certify that such portion of such Reserve Report (x) is true and correct in all material respects, and (y) has been prepared in accordance with the procedures used to prepare the portion of such Reserve Report that was prepared by one or more Approved Petroleum Engineers, and the . The July 1 Reserve Report due July 1 of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report (x) to be true and accurate in all material respects and (y) to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report most recently prepared by the Approved Petroleum Engineers; providedReport. For purposes of this Section 8.12(a), however, that the Reserve Report due July 1, 2017 may be prepared by one or more Approved Petroleum Engineers in lieu of the foregoing requirement by the chief engineer of the Borrower. Additionally, on or before October 1, 2017 and April 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries as of July 1, 2017 (with respect to the any Reserve Report due October 1, 2017(or portion thereof) 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 or under the supervision of the chief engineer of the Borrower who shall certify such Borrower, it is understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report to be true are necessarily based upon professional opinions, estimates and accurate projections and that none of the Parent, OP LLC, the Borrower, the Subsidiaries or such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been prepared in accordance with the procedures used in the Reserve Report most recently prepared by the Approved Petroleum Engineersaccurate.

Reserve Reports. (a) On or before January 1 March 31st (or March 1st in the case of the Reserve Report in respect of December 31, 2012) and July 1 September 30th of each year, commencing July 1, 2017March 2013, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries evaluating, as of the immediately preceding October 1 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 (with respect 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 due January 1) as of December 31 and April 1 (with respect to the Reserve Report due July 1). The Reserve Report due January 1 of each year June 30 shall be prepared prepared, at the sole election of the Borrower, (x) by one or more Approved Petroleum Engineers, and Engineers or (y) by or under the supervision of the chief engineer of the Borrower or a Restricted Subsidiary; provided that Reserve Report due July 1 Reports as of December 31 of each year shall be that are prepared by or under the supervision of the chief engineer of the Borrower who or a Restricted Subsidiary shall certify such Reserve Report to in each case be true and accurate and to have been prepared in accordance with the procedures used in the Reserve Report most recently prepared accompanied by an audit letter issued by the applicable Approved Petroleum Engineers; 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, however, that by its internal policies. (b) In the Reserve Report due July 1, 2017 may be prepared by one or more Approved Petroleum Engineers in lieu event of the foregoing requirement by the chief engineer of the Borrower. Additionally, on or before October 1, 2017 and April 1, 2018an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating prepared by one or more Approved Petroleum Engineers or prepared under the Oil and Gas Properties evaluated by 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, as soon as possible, but in any event no later than 30 days, in the case of any Interim Redetermination requested by the Borrower or 45 days, in the case of any Interim Redetermination requested by the Administrative Agent or the Lenders, following the receipt of such request. (c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent a Reserve Report Certificate from an Authorized Officer of the Borrower and its Subsidiaries as certifying that in all material respects: (i) in the case of July 1, 2017 (with respect to the Reserve 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 or under the supervision of the chief engineer of the Borrower who shall certify or a Restricted Subsidiary (other than December 31 Reserve Reports), such Reserve Report to be true and accurate and to have has been prepared prepared, except as otherwise specified therein, in accordance with the procedures used in the immediately preceding December 31 Reserve Report most recently prepared by or the Approved Petroleum Engineers.Initial Reserve Report, if no December 31 Reserve Report has been delivered; (ii) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects; (iii) except as set forth in an exhibit to such certificate, the Borrower or another Credit Party has good and defensible title to the Borrowing Base Properties evaluated in such Reserve Report (other than those (x) Disposed of in compliance with -133- 727670773 12335469

Reserve Reports. (a) On or before January 1 April 1st and July 1 October 1st of each year, commencing July 1, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries as of the immediately preceding October 1 (January 1st and July 1st, as applicable; provided that, with respect to the November 1, 2018 Scheduled Redetermination, such redetermination will be based upon a Reserve Report due January dated as of September 1) , 2018 and April 1 (with respect delivered by the Borrower to the Administrative Agent no later than October 20, 2018 and which shall be prepared internally under the supervision of the chief engineer of the Borrower (in a manner reasonably acceptable to the Administrative Agent) who shall certify such Reserve Report due July 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 (the “September 1, 2018 Reserve Report”). The Reserve Report due as of January 1 1st and delivered on or before April 1st of each year (the “January 1 Reserve Report”), shall be prepared by one or more Approved Petroleum Engineers, and the each Reserve Report due as of July 1 of each year 1st shall be prepared by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower (in a manner reasonably acceptable to the Administrative Agent) 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. (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 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 Reserve Report most recently prepared by the Approved Petroleum Engineers; provided, however, that the Reserve Report due July 1, 2017 may be prepared by one or more Approved Petroleum Engineers in lieu of the foregoing requirement by the chief engineer of the Borrower. Additionally, on or before October 1, 2017 and April 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries as of July 1, 2017 (with respect to the Reserve Report due October 1, 2017) and immediately preceding 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 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 Reserve Report most recently prepared by the Approved Petroleum Engineers.

Reserve Reports. (a) On or before January 1 and July 1 of each year, commencing July 1, 2017March 31 after the Closing Date until the Redemption Date, the Borrower Issuer shall furnish cause the preparation and delivery to the Administrative Agent Purchaser of petroleum engineering reports, in a form reasonably satisfactory to the Purchaser, relating to the Properties and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries prepared as of the immediately preceding October 1 December 31 (with respect collectively, the "Reserve Reports" and individually, a "Reserve Report"). On or before each 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 due January 1) (or in the case of the update to be provided on or before September 30, 2001, an update of the Initial Reserve Report), such update to be effective as of the preceding June 30 (collectively, the "Update Reports" and April 1 (with respect to the individually, an "Update Report"). Each annual Reserve Report due July 1). The Reserve Report due January 1 of each year required hereby shall be prepared by one or more Approved Petroleum Engineers, Engineers and shall be prepared at the Reserve Issuer's sole expense. Each semi-annual Update Report due July 1 of each year 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 Borrower who shall certify such Reserve Report Issuer attesting to be true and accurate and facts sufficient to have been prepared establish whether the Issuer is in accordance compliance with the procedures used ratios set forth in the Reserve Report most recently prepared by the Approved Petroleum Engineers; provided, however, that the Reserve Report due July 1, 2017 may be prepared by one or more Approved Petroleum Engineers in lieu of the foregoing requirement by the chief engineer of the Borrower. Additionally, on or before October 1, 2017 and April 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries as of July 1, 2017 (with respect to the Reserve Report due October 1, 2017Sections 7.1(y) and January 1, 2018 7.2(q) and (with respect to the Reserve Report due April 1, 2018r). The Either party may request additional Reserve Reports. Any additional Reserve Reports due September 1, 2017 and April 1, 2018 shall be prepared by or under Engineers but at the supervision expense of the chief engineer 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 Borrower who shall certify such Properties. Each Reserve Report to and Update Report will be true and accurate and to have been prepared in accordance with based on the procedures used in the Reserve Report most recently prepared by the Approved Petroleum Engineers.following assumptions:

Reserve Reports. (a) On or before January 1 March 1st and July 1 September 1st of each year, commencing July September 1, 20172022, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report (or the 2022 Reserve Reports, solely with respect to the September 1, 2022 requirement) evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries Credit Parties as of the immediately preceding October January 1 (with respect to the Reserve Report due January 1) and April 1 (with respect to the Reserve Report due or July 1), respectively. The Reserve Report due as of January 1 of each year shall be comprised of (i) a report prepared by one or more Approved Petroleum Engineers with regards to not less than 85% of the total value of the Proved Reserves of the Credit Parties and (ii) a report on the remainder of the Oil and Gas Properties of the Credit Parties prepared by or under the supervision of the chief engineer of the Borrower who shall certify that such portion of such Reserve Report (x) is true and correct in all material respects, and (y) has been prepared in accordance with the procedures used to prepare the portion of such Reserve Report that was prepared by one or more Approved Petroleum Engineers, and the . The July 1 Reserve Report due July 1 (or reports, in the case of the 2022 Reserve Reports) of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify each such Reserve Report (A) to be true and accurate in all material respects and (B) to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report most recently prepared by (or the Approved Petroleum Engineers; providedInitial Reserve Reports, however, that in the case of the first Reserve Report due July 1delivered hereunder). For purposes of this Section 8.11(a), 2017 may be prepared by one or more Approved Petroleum Engineers in lieu of the foregoing requirement by the chief engineer of the Borrower. Additionally, on or before October 1, 2017 and April 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries as of July 1, 2017 (with respect to the any Reserve Report due October 1, 2017(or portion thereof) 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 or under the supervision of the chief engineer of the Borrower who shall certify such Borrower, it is understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report to be true are necessarily based upon professional opinions, estimates and accurate projections and that none of the members of the Parent Group, the Restricted Subsidiaries or such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been prepared in accordance with the procedures used in the Reserve Report most recently prepared by the Approved Petroleum Engineersaccurate.

Reserve Reports. (a) On or before January March 1 and July September 1 of each year, commencing July March 1, 20172022, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries dated as of the immediately preceding October January 1 (with respect to of that year for the Reserve Report due January 1) March 1 and April as of the preceding July 1 (with respect to of that year for the Reserve Report due July September 1). The Each Reserve Report due January 1 of each year shall required to be prepared by one or more Approved Petroleum Engineers, and the Reserve Report due July delivered on March 1 of each year shall be prepared by or audited by Netherland, Xxxxxx & Associates, Inc. or another independent petroleum consulting firm reasonably acceptable to Administrative Agent. Each other Reserve Report shall be prepared by Borrower’s in-house staff under the supervision of the chief engineer of the Borrower appropriate officer who shall certify such Reserve Report to be true and accurate and 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 most recently prepared by Report. (b) In the Approved Petroleum Engineers; provided, however, that the Reserve Report due July 1, 2017 may be prepared by one or more Approved Petroleum Engineers in lieu event of any special determination of the foregoing requirement by the chief engineer of the Borrower. AdditionallyBorrowing Base under Section 4.4, on or before October 1, 2017 and April 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries as of July 1, 2017 (with respect to the Reserve 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 or Borrower’s in-house staff under the supervision of the chief engineer of the Borrower 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 Reserve Report. Borrower shall provide such Reserve Report most recently prepared 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 Approved Petroleum Engineers.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 not more than 120 days preceding the date of delivery of the corresponding Reserve Report. (c) With the delivery of each Reserve Report, Borrower shall provide to Administrative Agent and Lenders, a certificate from a Responsible Officer certifying on

Reserve Reports. (a) On or before January March 1 and July September 1 of each year, commencing July September 1, 20172014, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries as of the immediately preceding October January 1 (with respect to the Reserve Report due January March 1) and April July 1 (with respect to the Reserve Report due July September 1). The Reserve Report due January March 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the Reserve Report due July September 1 of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the Reserve Report most recently prepared by the Approved Petroleum Engineers; provided, however, that the Reserve Report due July 1, 2017 may be prepared by one or more Approved Petroleum Engineers in lieu of the foregoing requirement by the chief engineer of the Borrower. Additionally, on or before October December 1, 2017 2014 and April June 1, 20182015, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries as of July October 1, 2017 2014 (with respect to the Reserve Report due October December 1, 20172014) and January April 1, 2018 2015 (with respect to the Reserve Report due April June 1, 20182015). The Reserve Reports due September December 1, 2017 2014 and April June 1, 2018 2015 shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the Reserve Report most recently prepared by the Approved Petroleum Engineers.

Reserve Reports. (a) On or before January 1 March 1st and July 1 September 1st of each year, commencing July 1, 2017, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Subsidiaries as of the immediately preceding October 1 (with respect to the Reserve Report due January 1) and April 1 (with respect to the Reserve Report due July 1). The Reserve Report due January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the Reserve Report due July 1 of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the Reserve Report most recently prepared by the Approved Petroleum Engineers; provided, however, that the Reserve Report due July 1, 2017 may be prepared by one or more Approved Petroleum Engineers in lieu of the foregoing requirement by the chief engineer of the Borrower. Additionally, on or before October 1, 2017 and April September 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties evaluated by such Reserve Report of the Borrower and its Restricted Subsidiaries as of the immediately preceding January 1st or July 1st, as applicable; provided, however, that the first Reserve Report shall be delivered on or before October 1, 2018 evaluating the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries as of July 1, 2017 (with respect to the Reserve Report due October 1, 2017) and January 1, 2018 (with respect to the Reserve Report due April 1, 2018). The Reserve Report as of January 1st of each year shall be prepared by one or more Approved Petroleum Engineers, and all other Reserve Reports due September 1, 2017 and April 1, 2018 shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such and otherwise in a manner consistent with the preceding January 1st Reserve Report. 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 in accordance with the procedures used in the immediately preceding January 1st Reserve Report. Each Reserve Report most recently prepared by shall be in form and substance reasonably satisfactory to the Approved Petroleum EngineersAdministrative Agent, and shall set forth, as of each January 1st or July 1st (or such other date in the event of an Interim Redetermination) the oil and gas reserves attributable to the Oil and Gas Properties of the Borrower and the Restricted Subsidiaries, together with a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, consistent with SEC reporting requirements at the time, together with a supplement indicating future net income based upon the Administrative Agent’s usual and customary pricing assumptions for oil and gas loans then in effect, in each case reflecting Hedge Transactions in place with respect to such production.