Common use of Engineering Reports Clause in Contracts

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15August 1, 20072004, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports Report of each year delivered in connection with each March 15 the February 1 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, Redetermination shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports Report of each year delivered in connection with each September 15 the August 1 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, Redetermination shall be prepared by or under the supervision of the chief engineer of the Borrower Obligors and for which a Responsible Officer 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 proceeding February 1 Scheduled Borrowing Base Redetermination Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s 's or and the Partnerships’ ' Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 Report and a list showing any change in working interest or net revenue interest in its Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate.

Engineering Reports. (a) Not less than 30 days prior to On or before March 15 of each Scheduled Borrowing Base Redetermination Date, year commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 20071998, the Borrower Company shall furnish to the Administrative Agent Technical Agents and the Lenders a Reserve Report. The Reserve Reports delivered report in connection with each March 15 Scheduled Borrowing Base Redeterminationform and substance reasonably satisfactory to the Technical Agents, commencing March 15, 2007, shall be prepared by certified independent petroleum engineers or other an independent petroleum consultant(s) acceptable to the Administrative AgentTechnical Agents, which report shall evaluate as of January 1 of such year those Oil and Gas Properties of the Company, UMC Canada, UMC-CI-11, UMC-EG-B and the other Material Subsidiaries whose Properties the Company desires to have included in the Borrowing Base and comprising not less than 80% of the value of (i) the Oil and Gas Properties comprising the North American Component and (ii) the Oil and Gas Properties comprising the International Component, and which shall, together with any other information reasonably requested by the Required Lenders, set forth the proved oil and gas reserves attributable to such Properties together with a projection of the rate of production and future net income with respect thereto as of such date, based upon the pricing assumptions provided by the Technical Agents. The Such report shall be accompanied with an engineering report prepared by the chief engineer of the Company, in form and substance reasonably satisfactory to the Technical Agents (such report of an independent consultant and report of the chief engineer collectively being referred to as the "Reserve Reports delivered Report"), which report of the chief engineer shall evaluate as of January 1 of such year the remaining Oil and Gas Properties included in connection with each the Borrowing Base in the same manner and format as the report of the independent petroleum consultants. (b) On or before September 15 Scheduled Borrowing Base Redeterminationof each year commencing September 15, 1998 (unless the November, 1997 redetermination has been elected pursuant to Section 2.09(a)(ii), in which case, commencing September 15, 20071997), the Company shall be furnish to the Technical Agents and the Lenders a report in form and substance reasonably satisfactory to the Technical Agents prepared either by an independent petroleum consultant(s) acceptable to the Technical Agents or under the supervision of by the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination Reserve Report. Company (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer who shall certify such Reserve Report report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. For ), which shall further evaluate the Oil and Gas Properties evaluated in the immediately preceding Reserve Report, and which shall, together with any unscheduled redetermination other information reasonably requested by the Lenders or Required Lenders, set forth the Borrower pursuant proved oil and gas reserves attributable to Section 2.08(d)such Properties as of the immediately preceding July 1, together with a projection of the Borrower shall provide rate of production and net future income with respect thereto as of such Reserve Report with an “as of” date as required date, based upon the pricing assumptions provided by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentTechnical Agents. (c) With the delivery of each Reserve Reportthe reports required in Section 8.05(a) and (b), the Borrower Company shall provide, or cause to be provided, provide to the Administrative Agent and Lenders a statement reflecting any material changes in the Lenders, a certificate from a Responsible Officer certifying that, to the best net revenue interest of his knowledge and in all material respects: (i) the information contained each well or lease as reflected in the Reserve Report and any other information delivered in connection therewith is true and correctfor the prior period, (ii) after giving effect to all encumbrances listed therein from the Obligors and the Partnerships own good and marketable title to the Oil and Gas Properties evaluated net revenue interests as reflected in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03report, (iii) except along with an explanation as set forth on an exhibit to any material discrepancies between the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 two net revenue interest in its Oil disclosures. At the time of delivery of each such report, the Company shall be deemed to have made the representations and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated warranties with respect thereto required by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateSection 7.11.

Engineering Reports. (a) Not less than 30 days prior to On or before March 15 of each Scheduled Borrowing Base Redetermination Date, year commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 20071999, the Borrower Company shall furnish to the Administrative Agent Technical Agents and the Lenders a Reserve ReportReport as of the preceding January 1st in form and substance reasonably satisfactory to the Technical Agents. The January 1 Reserve Reports delivered Report of each year shall be comprised of two reports; one being prepared by or under the supervision of certified independent petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Technical Agents and evaluating Oil and Gas Properties comprising not less than eighty percent (80%) of the SEC Value of the Oil and Gas Properties of the Company and its Restricted Subsidiaries which Properties the Company desires to have included in connection with each March 15 Scheduled the Borrowing Base RedeterminationBase, commencing March 15and the other being prepared by or under the supervision of the chief petroleum engineer of the Company (utilizing substantially similar procedures to those used by its independent petroleum engineers) and evaluating the Oil and Gas Properties comprising the remaining SEC Value of the Oil and Gas Properties of the Company and its Restricted Subsidiaries which Properties the Company desires to have included in the Borrowing Base. Notwithstanding the foregoing, 2007, the January 1 Reserve Report relating to any Oil and Gas Properties not located in the geographical boundaries of the United States of America and Canada and surrounding waters shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative Agent. The Reserve Reports delivered in connection with each Technical Agents. (b) On or before September 15 Scheduled Borrowing Base Redetermination, of each year commencing September 15, 20071998, the Company shall be furnish to the Technical Agents and the Lenders a Reserve Report prepared as of the immediately preceding July 1 by or under the supervision of the chief engineer of the Borrower and a Responsible Officer Company (who shall certify such Reserve Report to be true and accurate and report to have been prepared in accordance with the procedures used in the immediately preceding Scheduled Borrowing Base Redetermination January 1 Reserve Report. (b) In ), which shall further evaluate the event of an unscheduled redetermination, the Borrower shall furnish to the Administrative Agent Oil and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used Gas Properties evaluated in the immediately preceding Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d2.09(d), the Borrower Company shall provide such Reserve Report (which shall be prepared by its chief engineer) with an “"as of” " date as required specified by the Lenders Required Lenders, as soon as possible, but in any event no later than 30 75 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve ReportReport required in Section 8.05(a) and (b), the Borrower Company shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: statement reflecting (i) any material changes in the information contained net revenue interest of each well or lease as reflected in the Reserve Report delivered for the prior period, after giving effect to all encumbrances listed therein from the net revenue interests as reflected in such report, along with an explanation as to any material discrepancies between the two net revenue interest disclosures, and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own good and marketable 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, (iii) except as set forth on an exhibit to the certificatethereto, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its their Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Obligor of its Restricted Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor. (d) If the Technical Agents desire to exclude an Oil and Gas Property included in the Borrowing Base on the basis that title to such Oil and Gas Property is unsatisfactory, (iv) none of Obligor’s or the Administrative Agent shall give the Company written notice thereof and the Partnerships’ Company shall have 90 days to cure such defect. If the Company is unable to cure any such title defect requested to be cured within the 90-day period, such default shall not be a Default or an Event of Default, but instead, if the aggregate value of all such Oil and Gas Properties which have been sold since unsatisfactory title defects (and which have not previously resulted in the date invocation of the last remedy set forth in this Section) constitutes 5% or more of the then current amount of the Borrowing Base, the Technical Agents shall have the right, by sending written notice to the Company, to reduce the then outstanding Borrowing Base determination except by an amount as set forth on an exhibit reasonably determined by the Technical Agents to reflect the impairment to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in Borrowing Base caused by such detail as reasonably required by the Administrative Agent, (v) attached title defect. This adjustment to the certificate is a list Borrowing Base shall become effective immediately after receipt 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificatenotice.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15January 1, 20071999, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports Report to be delivered in connection with by June 1 of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The , and the Reserve Reports Report to be delivered in connection with by December 1 of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding June 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Required Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Required Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentAgent on behalf of the Required Lenders. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower owns good and marketable defensible title to the its 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, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no material gas imbalances, material take or pay or other material prepayments with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties subject to the relevant Reserve Report have been sold since the date of the last Borrowing Base determination Reserve Report except as set forth on an exhibit to the certificate, which certificate shall list all of its any such Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentRequired Lenders, (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 subject to the relevant Reserve Report occurring and the reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower from their its Oil and Gas Properties subject to the relevant Reserve Report and (vii) Schedule B attached to such Reserve Report is a listing of its Oil and Gas Properties to be considered in the determination of the Borrowing Base. (d) As soon as available and in any event within 60 days after the end of each month, the Borrower shall provide production reports and lease operating summaries by lease for the Mortgaged Properties and its other material Oil and Gas Properties, which reports shall include quantities or volume of production, revenue, realized product prices, operating expenses, taxes, capital expenditures and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached lease operating costs which have accrued to the certificateBorrower's accounts in such period, and such other information with respect thereto as the Agent may require.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Determination Date, commencing with the Scheduled Borrowing Base Redetermination Determination to occur on or around March 15November 1, 20072009, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with Report due not less than 30 days prior to May 1 of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports delivered in connection with Report due not less than 30 days prior to November 1 of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower Obligors and for which a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding May 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d2.08(c)), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships Guarantors own good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Guarantors from their Oil and Gas Properties, Properties and (vii) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateProperty.

Engineering Reports. (a) Not less than 30 days On or prior to each Scheduled Borrowing Base Redetermination Date, March 1 (or such other date specified in the event of an unscheduled redetermination under Section 2.18(d)) commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 151, 20072000, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve ReportReport prepared and certified by (i) DeGolyer and MacNaughton, with respect to the proved reserves i▇ ▇▇▇ ▇▇siana ▇▇▇ ▇▇▇▇▇▇ua fields in the Republic of Colombia (ii), Netherland Sewell and Associates, with respect to the proved reserves ▇▇ ▇▇e Ceiba Field in Equatorial Guinea, and (iii) the petroleum engineers of the Borrower or Carigali-Triton Carigali-Triton Operating Company Sdn. The Reserve Reports delivered Bhd. with respect to the proved reserves in connection with each March 15 Scheduled Borrowing Base RedeterminationMalaysia-Thailand on Block A-18 in the Gulf of Thailand or, commencing March 15in the case of (i), 2007(ii) or (iii) above, shall be prepared by such other certified independent petroleum engineers or other independent petroleum consultant(s) acceptable satisfactory to the Administrative Agent. The Reserve Reports delivered Borrower will also provide the Lenders with any supplemental information or updates to the information in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer shall certify such Reserve Report to as may be true and accurate and to have been prepared in accordance with reasonably requested by any Lender through the procedures used in the immediately preceding Scheduled Borrowing Base Redetermination Reserve ReportAdministrative Agent ("Additional Reports"). (b) In the event of an For each unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve ReportReport and shall furnish to the Lenders any Additional Reports as may be reasonably requested. For any unscheduled redetermination requested by the Required Lenders or the Borrower pursuant to Section 2.08(d2.18(d), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possiblepracticable, but in any event no later than 30 days following the receipt of the request by the Administrative AgentRequired Lenders. (c) Concurrently with the delivery of each Reserve Report, the Borrower shall provide the Lenders production reports covering in the aggregate, the Borrower's net production of oil and gas, which reports shall include quantities or volumes of production, realized product prices, operating expenses, taxes, capital expenditures and such other information as the Administrative Agent may reasonably request and having the same "as of" date and period as the Reserve Report being delivered with such production report. (d) With the delivery of each Reserve Report, the Borrower shall provide, or cause provide to be provided, to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying of the Borrower that, to the best of his or her knowledge and in all material respects: , (ia) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (iib) the Obligors and Borrower has the Partnerships own good and marketable title contractual right to receive the proceeds from the production from the Oil and Gas Properties evaluated in such Reserve Report Report, in such amounts and for such Properties are durations consistent with the projected proceeds from such production, and free of all Liens except for Liens permitted by Section 9.03Permitted Encumbrances, (iiic) 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 with respect to its the Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (ivd) none of Obligor’s or and the Partnerships’ no Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit consented to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required writing by the Administrative AgentRequired Lenders or as permitted by the terms of this Agreement, (ve) attached to the certificate is a list of its the Oil and Gas Properties added to and deleted from the immediately prior Reserve Report Report, and a list showing any change in working interest or net revenue interest in its Oil and Gas Properties occurring and the reason for such change, (vif) attached to the certificate is a list are statements of all Persons disbursing proceeds to the Obligors from their Oil Borrower's outstanding Hedging Agreements, which statements shall include for each such Hedging Agreement (A) the termination date, (B) the notional amounts or volumes and Gas Properties, the periods covered by such volumes; and (viiC) all the price to be paid or the basis for calculating the price to be paid by the Borrower and the other Person under each Hedging Agreement for each of the Oil and Gas Properties evaluated future periods covered by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateeach Hedging Agreement.

Engineering Reports. (a) Not less than 30 days prior to By April 1 and October 1 of each Scheduled Borrowing Base Redetermination Dateyear, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15October 1, 20071995, the Borrower shall furnish to each of the Administrative Agent Banks a report in form and the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable substance reasonably satisfactory to the Administrative Agent. The Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, shall Required Banks which may be prepared by or under the supervision of a petroleum engineer who may be an employee of the chief engineer of Borrower, which shall evaluate all Proved Reserves owned by the Borrower and a Responsible Officer its Subsidiaries as of the preceding December 31 or June 30, respectively (provided, that each such report evaluating such Proved Reserves as of the preceding June 30 of each year shall certify such Reserve Report to be true based upon the geologic and accurate and to have been prepared in accordance with the procedures used well data set forth in the immediately preceding Scheduled Borrowing Base Redetermination Reserve Report), and which shall, together with any other information reasonably requested by any Bank, set forth the information necessary to determine the Debt Limit as of such date. (b) In Together with the event Reserve Report furnished pursuant to subsection (a) as of an unscheduled redeterminationDecember 31 of any year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision each of the chief engineer of Banks a review report thereon in form and substance reasonably satisfactory to the Obligors together with Required Banks by Mill▇▇ & ▇ent▇, ▇▇d. or other independent petroleum engineers acceptable to the certificate of a Responsible Officer who Required Banks (provided that such review report shall certify such Reserve Report not be required to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. For comment on any unscheduled redetermination requested price or other economic assumptions furnished by the Lenders or Required Banks to the Borrower pursuant to Section 2.08(dunder subsection (d) below), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With At any time and upon request by the delivery of each Reserve ReportRequired Banks, the Borrower shall providefurnish to each of the Banks, within 30 days of such request, a report which shall evaluate all Proved Reserves owned by the Borrower and its Subsidiaries as of the date of the most recent Reserve Report or cause as of such other date as the Required Banks specify, in form and substance reasonably satisfactory to be the Required Banks (a "Special Engineering Report"), together with any other information reasonably requested by any Bank; provided, to that such evaluation shall be based upon the Administrative Agent geologic and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained well data set forth in the Reserve Report furnished as of the immediately preceding Reserve Report for which a review report has been furnished under subsection (b). The Special Engineering Report shall use production and any cost profiles from the most recent Reserve Report with such other information delivered in connection therewith is true as supplied by the Required Banks. (d) The reports contemplated by this Section shall be prepared on the basis of price and correct, (ii) other economic assumptions specified by the Obligors and the Partnerships own good and marketable title Required Banks 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, (iii) except as set forth on an exhibit Borrower not less than 60 days prior to the certificate, on date the related report is due and in accordance with their customary oil and gas lending practices for Persons engaged in the same or similar businesses and similarly situated as the Borrower; provided that the natural gas price assumptions shall take into account the Borrower's end product sales value for natural gas as most recently furnished by the Borrower in writing to the Banks (together with a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties have been sold since the date description of the last Borrowing Base determination except as set forth on an exhibit applicable period of sales data from which such end product sales value was derived) and derived from the financial statements furnished to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateBanks.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15December 1, 2007, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with Report due not less than 30 days prior to June 1 of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports delivered in connection with Report due not less than 30 days prior to December 1 of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower Obligors and for which a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding June 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships Guarantors own good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Guarantors from their Oil and Gas Properties, Properties and (vii) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateProperty.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled the First Borrowing Base Redetermination Determination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared as of December 1, 1998 or later (the "First Reserve Report") and as provided in clause 7.07(b) below. (b) On January 31, 1999 and not less than 30 days prior to each Scheduled Redetermination Date thereafter, commencing with the Lenders Scheduled Redetermination Date to occur on September 30, 1999, the Borrower shall furnish to the Agent a Reserve Report. The Reserve Reports delivered in connection with Report furnished for the September 30 Scheduled Redetermination Date shall be prepared as of the preceding July 1 and the Reserve Report furnished for the March Scheduled Redetermination Date (as well as the Reserve Report furnished on January 31, 1999) shall be prepared as of the preceding January 1. The Reserve Report furnished on January 31, 1999 and the January 1 Reserve Report of each March 15 Scheduled Borrowing Base Redeterminationyear beginning January 1, commencing March 15, 2007, 2000 shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the First Reserve Reports delivered in connection with Report and the July 1 Reserve Report of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer or Vice President of Operations of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination First Reserve Report or January 1 Reserve Report, as appropriate. At Borrower's option, the July 1 Reserve Report of each year may instead consist of a report from the independent petroleum engineers referred to above on any new ▇▇▇▇▇ and a roll- forward by Borrower on any ▇▇▇▇▇ previously reported on. (bc) In the event of an unscheduled redeterminationaddition, the Borrower shall furnish to the Administrative Agent copies of any additional Reserve Reports (other than those specified in Sections 7.07(a) and (b) above) that Borrower or any of its Subsidiaries deliver to the Senior Loan Agent or Senior Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentSenior Loan Documents. (cd) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, Agent: (i) a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained most recently delivered Reserve Report does not in the Reserve Report belief of such officer and any other based upon information delivered in connection therewith is true the Borrower's possession, materially overstate the oil and correctgas reserves of the Borrower and the Subsidiaries as a whole bearing in mind that reserves are evaluated based upon estimates and assumptions with respect to which reasonable minds of competent engineers may differ, (ii) the Obligors and the Partnerships own good and marketable 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, (iii) except as set forth in such Reserve Report or on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment thereforviolate Section 8.14, (iviii) none of Obligor’s or and the Partnerships’ Oil and Gas Properties its proved Hydrocarbon Interests have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties proved Hydrocarbon Interests sold and in such detail as reasonably required by the Administrative Agent, (viv) attached to the certificate is a list of its Oil and Gas Properties proved Hydrocarbon Interests 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 reason for such changeHydrocarbon Interests occurring, (viv) at the Agent's request, attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower from their Oil and Gas Properties, and (vii) all of the its Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property and (vi) except as set forth on a schedule attached to the certificatecertificate all of the proved Hydrocarbon Interests evaluated by such Reserve Report are Mortgaged Property; and (ii) a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects (i) the representations of the Borrower in Section 4.10 are true and correct and apply to the Hydrocarbon Interests evaluated in the Reserve Report that are described in the Mortgage and (ii) the Borrower has, with respect to those material Hydrocarbon Interests that are evaluated in the most recently delivered Reserve Report, but that are not covered by a Mortgage, conducted overall title due diligence that, in all material respects, equals or exceeds industry standards given the applicable facts and circumstances. (e) In addition to the foregoing, on August 30, 1998, the Borrower shall furnish to the Agent a Reserve Report prepared as of July 1, 1998, by or under the supervision of the chief engineer or Vice President of Operations of the Borrower who shall certify such Reserve Report to have been prepared in accordance with the procedures used in the immediately preceding Initial Reserve Report. (f) Notwithstanding the foregoing, so long as there is a Senior Credit Agreement in effect which requires the semi-annual delivery to the Senior Lenders of reserve reports evaluating the Borrower's and its Subsidiaries' Oil and Gas Properties, delivering the Agent and Noteholders with a copy of each such reserve report and any accompanying officer's certificate (certified to Agent and the Noteholders) required thereunder shall satisfy the Borrower's obligations under this Section 7.07, so long as such reserve report includes a calculation of reserve value based upon pricing assumptions consistent with Commission reporting requirements at the time.

Engineering Reports. (a) Not less No later than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March September 15, 20071998, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The June 30 Reserve Reports delivered in connection with Report of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the December 31 Reserve Reports delivered in connection with Report of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding June 30 Reserve Report. (b) In the event of an unscheduled redetermination, the Borrower shall shall, at the Agent's request, furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Agent (or as requested by the Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Majority Lenders as soon as possible, but in any event no later than 30 45 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower or a Subsidiary Guarantor, as applicable, owns good and marketable defensible title to the its 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower or a Subsidiary to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (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 of all Persons disbursing proceeds to the Borrower or a Subsidiary Guarantor, as applicable, from its Oil and Gas Properties, (vi) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property and (vii) any change in working interest or net revenue interest in its Oil and Gas Properties occurring and the reason for such change. (d) As soon as available and in any event within 45 days after the end of fiscal quarter, the Borrower shall provide (vii) attached to a production report, in the certificate is form currently prepared internally by the Borrower and which has been approved by the Agent, and (ii) a list summary of all Persons disbursing proceeds to general and administrative costs of QSRD and its Consolidated Subsidiaries for such quarter which are not reflected in the Obligors from their Consolidated Net Income for such quarter for its Oil and Gas Properties, which reports shall include quantities or volume of production, revenue, realized product prices, operating expenses, taxes, capital expenditures and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached lease operating costs which have accrued to the certificate.account

Engineering Reports. (a) Not less than 30 days prior to April 1 and October 1 of each Scheduled Borrowing Base Redetermination Dateyear, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15October 1, 20072008, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with Report due 30 days prior to October 1 of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable for reserves attributable to the Administrative Agent. The Reserve Reports delivered Borrower and its Subsidiaries’ proved Oil and Gas Properties in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, shall the Entrada Field or otherwise constituting Collateral as of the previous July 1 and be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer who shall certify such Reserve Report to be true and accurate and to have been prepared in all material respects in accordance with the procedures (other than forecasted product prices) used in the immediately preceding Scheduled Borrowing Base Redetermination Reserve Report. The Reserve Report due 30 days prior to April 1 of each year shall be for reserves attributable to the Borrower and its Subsidiaries’ proved Oil and Gas Properties in the Entrada Field or otherwise constituting Collateral as of the previous January 1 and be prepared by H▇▇▇▇▇▇▇▇▇ & Co., Inc. or another certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in all material respects in accordance with the procedures (other than forecasted product prices) used in the immediately preceding Reserve Report. For any unscheduled redetermination requested by the Required Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “as of” date as required by the Required Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, correct and (ii) the Obligors and the Partnerships own Borrower owns good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate9.02.

Engineering Reports. (ai) Not less than 30 days prior to On or before March 31 of each Scheduled Borrowing Base Redetermination Date, commencing with year during the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007term of the Indenture, the Borrower Company shall furnish to provide the Administrative Agent and Holders party hereto with an Independent Engineering Report accompanied by, upon request from the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base RedeterminationMajority Holder Designee, commencing March 15, 2007, shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination Reserve Report. (b) In the event of an unscheduled redeterminationif there is no Majority Holder Designee, 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d)Applicable Holders, the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, Officer’s Certificate which certifies that to the best of his knowledge the officer’s knowledge, information and in all material respects: belief (i) after due inquiry), ownership of the information contained in P&NG Rights and interests therein by the Reserve Report Company and the Material Subsidiaries and any royalties or other information delivered encumbrances on such rights and interests is as set forth in connection therewith such report. In the event there is true and correctno Majority Holder Designee at such time as the Majority Holder Designee has a right to approve a national or international firm pursuant to the definition of “Independent Engineering Report”, any such national or international firm shall be approved by the Applicable Holders, acting reasonably. (ii) On or before October 31 of each year during the Obligors term of the Indenture, the Company shall provide the Holders party hereto with an Internal Reserves Change Report or an Independent Engineering Report, in either case, accompanied by, upon request from the Majority Holder Designee, or if there is no Majority Holder Designee, the Applicable Holders, an Officer’s Certificate which certifies that to the best of the officer’s knowledge, information and belief (after due inquiry), ownership of the P&NG Rights and interests therein by the Company and the Partnerships own good Material Subsidiaries and marketable title to the Oil any royalties or other encumbrances on such rights and Gas Properties evaluated interests is as set forth in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, report. (iii) except Each report may be supplemented by all such other internal information as set forth on an exhibit to the certificateCompany or the Majority Holder Designee, on a net basis or if there are is no gas imbalancesMajority Holder Designee, take the Applicable Holders, acting reasonably, may request or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, deem appropriate. (iv) none of Obligor’s The Company shall, and shall cause each Material Subsidiary to, if necessary, provide to each Holder party hereto sufficient internally prepared information to permit each Majority Holder Designee’s, or and if there is no Majority Holder Designee, the PartnershipsApplicable Holders’ Oil and Gas Properties have been sold since respective engineering consultants to prepare economic engineering evaluations covering the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil Properties and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateother P&NG Rights.

Engineering Reports. (a) Not less No later than 30 days prior to each Scheduled Borrowing Base Redetermination Re-determination Date, commencing with the Scheduled Borrowing Base Redetermination Re-determination Date to occur on or around March 15, 2007, 2000 the Borrower shall furnish to the Administrative Agent Agents and the Lenders a Reserve Report. The June 30 Reserve Reports delivered in connection with Report of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the December 31 Reserve Reports delivered in connection with Report of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding June 30 Reserve Report. (b) In the event of an unscheduled redeterminationre-determination, the Borrower shall shall, at the Administrative Agent's request (or at the request of the Majority Lenders pursuant to Section 2.08(d)), furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination re-determination requested by the Administrative Agent (or as requested by the Majority Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Majority Lenders as soon as possible, but in any event no later than 30 45 days following the receipt of the request by the Administrative AgentAgent (or receipt of the request of the Majority Lenders pursuant to Section 2.08(d)). (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower or a Subsidiary Guarantor, as applicable, owns good and marketable defensible title to the its 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower or a Subsidiary to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentAgents, (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 of all Persons disbursing proceeds to the Borrower or a Subsidiary Guarantor, as applicable, from its Oil and Gas Properties, (vi) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property and (vii) any change in working interest or net revenue interest in its Oil and Gas Properties occurring and the reason for such change. (d) As soon as available and in any event within 45 days after the end of each fiscal quarter, the Borrower shall provide (vii) attached a production report, in the form currently prepared internally by the Borrower and which has been approved by the Administrative Agent, and (ii) a summary of all general and administrative costs of QSRD and its Consolidated Subsidiaries for such quarter which are not reflected in the Consolidated Net Income for such quarter for its Oil and Gas Properties, which reports shall include quantities or volume of production, revenue, realized product prices, operating expenses, taxes, capital expenditures and lease operating costs which have accrued to the certificate is account of QSRD, the Borrower or any Subsidiary (other than Non-Recourse Subsidiaries) in such period, and such other information with respect thereto as the Agents or any Lender may reasonably require. (e) As soon as available and in any event within 30 days after the end of each month ending after the Closing Date, a list of all Persons disbursing proceeds report setting forth, in form reasonably acceptable to the Obligors from their Agents, the revaluation of the PV-10 Value of the oil and gas reserves composing the Borrowing Base as determined by the most recently delivered Reserve Report provided by Borrower under Section 8.07(a) or (b), as applicable, such revaluation calculated by multiplying the volumetric quantity of the categories of estimated Proved Reserves provided in such Reserve Report less aggregate projected production of Proved Reserves since the date of and as provided in such Reserve Report by the applicable NYMEX Swap Price as of last Business Day of the month preceding the date of the delivery by Borrower of such report to the Agents; each such monthly report shall also include a discussion of any changes since the date of the most recent Reserve Report in the categorization of any or all Oil and Gas Properties among Proved Developed Non-Producing Reserves, Proved Developed Producing Reserves, Proved Undeveloped Reserves, and "other", any changes in any Obligor's working interest or net revenue interest in the Oil and Gas Properties, and (vii) all such other information as the Administrative Agent shall reasonably consider appropriate or necessary from the perspective of an asset-based lender; each such monthly report shall be accompanied by a certificate of a Responsible Officer of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached Borrower certifying to the certificatecompleteness and accuracy of the report including the calculations of the revalued Proved Reserves.

Engineering Reports. (a) Not less than 30 forty-five (45) days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15November 1, 2007, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, Report for the May 1 redetermination shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, Report for the November 1 redetermination shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding May 1 Reserve Report. On or before June 22, 2007, the Borrower shall furnish to the Agent and the Lenders a Reserve Report prepared by Netherland ▇▇▇▇▇▇ & Associates, Inc. or other independent petroleum consultant(s) acceptable to the Agent with respect to the Oil and Gas Properties owned by Southern G as of January 1, 2007, which Reserve Report shall update and supplement the audit report on such Oil and Gas Properties described in the definition of Initial Reserve Reports and provide information with respect to such Oil and Gas Properties consistent with that to be provided in the Reserve Report for each May 1 redetermination. In addition, Borrower shall furnish to the Agent and the Lenders all Engineering Reports (as defined in the Second Lien Loan Agreement) required to be delivered under the Second Lien Loan Agreement, concurrently with the delivery of such Engineering Reports to the Administrative Agent under the Second Lien Loan Agreement. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Lenders Agent as soon as possible, but in any event no later than 30 thirty (30) days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other historical information delivered in connection therewith to the preparers of such report is true and correct, (ii) the Obligors Borrower and the Partnerships Active Subsidiaries own good and marketable 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, (iii) except as set forth on an exhibit Exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower or its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit Exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower from their its Oil and Gas Properties, Properties and (vii) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateProperty.

Engineering Reports. (a) Not less than 30 days prior to On or before February 28, 1999, and thereafter, March 15 of each Scheduled Borrowing Base Redetermination Date, year commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 20072000, the Borrower Company shall furnish to the Administrative Agent Technical Agents and the Lenders a Reserve ReportReport as of the preceding January 1st in form and substance reasonably satisfactory to the Technical Agents. The January 1 Reserve Reports delivered Report of each year shall be comprised of two reports; one being prepared by or under the supervision of certified independent petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Technical Agents and evaluating Oil and Gas Properties comprising not less than eighty percent (80%) of the SEC Value of the Oil and Gas Properties of the Company and its Restricted Subsidiaries which Properties the Company desires to have included in connection with each March 15 Scheduled the Borrowing Base RedeterminationBase, commencing March 15and the other being prepared by or under the supervision of the chief petroleum engineer of the Company (utilizing substantially similar procedures to those used by its independent petroleum engineers) and evaluating the Oil and Gas Properties comprising the remaining SEC Value of the Oil and Gas Properties of the Company and its Restricted Subsidiaries which Properties the Company desires to have included in the Borrowing Base. Notwithstanding the foregoing, 2007, the January 1 Reserve Report relating to any Oil and Gas Properties not located in the geographical boundaries of the United States of America and Canada and surrounding waters shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative Agent. The Reserve Reports delivered in connection with each Technical Agents. (b) On or before September 15 Scheduled Borrowing Base Redetermination, of each year commencing September 15, 20071999, the Company shall be furnish to the Technical Agents and the Lenders a Reserve Report prepared as of the immediately preceding July 1 by or under the supervision of the chief engineer of the Borrower and a Responsible Officer Company (who shall certify such Reserve Report to be true and accurate and report to have been prepared in accordance with the procedures used in the immediately preceding Scheduled Borrowing Base Redetermination January 1 Reserve Report. (b) In ), which shall further evaluate the event of an unscheduled redetermination, the Borrower shall furnish to the Administrative Agent Oil and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used Gas Properties evaluated in the immediately preceding Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d2.09(d), the Borrower Company shall provide such Reserve Report (which shall be prepared by its chief engineer) with an “"as of” " date as required specified by the Lenders Required Lenders, as soon as possible, but in any event no later than 30 75 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve ReportReport required in Section 8.05(a) and (b), the Borrower Company shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: statement reflecting (i) any material changes in the information contained net revenue interest of each well or lease as reflected in the Reserve Report delivered for the prior period, after giving effect to all encumbrances listed therein from the net revenue interests as reflected in such report, along with an explanation as to any material discrepancies between the two net revenue interest disclosures, and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own good and marketable 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 9.03that, (iii) except as set forth on an exhibit to the certificatethereto, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its their Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Obligor of its Restricted Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor. (d) If the Technical Agents desire to exclude an Oil and Gas Property included in the Borrowing Base on the basis that title to such Oil and Gas Property is unsatisfactory, (iv) none of Obligor’s or the Administrative Agent shall give the Company written notice thereof and the Partnerships’ Company shall have 90 days to cure such defect. If the Company is unable to cure any such title defect requested to be cured within the 90-day period, such default shall not be a Default or an Event of Default, but instead, if the aggregate value of all such Oil and Gas Properties which have been sold since unsatisfactory title defects (and which have not previously resulted in the date invocation of the last remedy set forth in this Section) constitutes 5% or more of the then current amount of the Borrowing Base, the Technical Agents shall have the right, by sending written notice to the Company, to reduce the then outstanding Borrowing Base determination except by an amount as set forth on an exhibit reasonably determined by the Technical Agents to reflect the impairment to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in Borrowing Base caused by such detail as reasonably required by the Administrative Agent, (v) attached title defect. This adjustment to the certificate is a list Borrowing Base shall become effective immediately after receipt 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificatenotice.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled the First Borrowing Base Redetermination Determination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared as of December 1, 1998 or later (the "First Reserve Report") and as provided in clause 7.07(b) below. (b) On January 31, 1999 and not less than 30 days prior to each Scheduled Redetermination Date thereafter, commencing with the Lenders Scheduled Redetermination Date to occur on September 30, 1999, the Borrower shall furnish to the Agent a Reserve Report. The Reserve Reports delivered in connection with Report furnished for the September 30 Scheduled Redetermination Date shall be prepared as of the preceding July 1 and the Reserve Report furnished for the March Scheduled Redetermination Date (as well as the Reserve Report furnished on January 31, 1999) shall be prepared as of the preceding January 1. The Reserve Report furnished on January 31, 1999 and the January 1 Reserve Report of each March 15 Scheduled Borrowing Base Redeterminationyear beginning January 1, commencing March 15, 2007, 2000 shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the First Reserve Reports delivered in connection with Report and the July 1 Reserve Report of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer or Vice President of Operations of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination First Reserve Report or January 1 Reserve Report, as appropriate. At Borrower's option, the July 1 Reserve Report of each year may instead consist of a report from the independent petroleum engineers referred to above on any new well▇ ▇▇▇ a roll- forward by Borrower on any well▇ ▇▇▇viously reported on. (bc) In the event of an unscheduled redeterminationaddition, the Borrower shall furnish to the Administrative Agent copies of any additional Reserve Reports (other than those specified in Sections 7.07(a) and (b) above) that Borrower or any of its Subsidiaries deliver to the Senior Loan Agent or Senior Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentSenior Loan Documents. (cd) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, Agent: (i) a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained most recently delivered Reserve Report does not in the Reserve Report belief of such officer and any other based upon information delivered in connection therewith is true the Borrower's possession, materially overstate the oil and correctgas reserves of the Borrower and the Subsidiaries as a whole bearing in mind that reserves are evaluated based upon estimates and assumptions with respect to which reasonable minds of competent engineers may differ, (ii) the Obligors and the Partnerships own good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor or on (ii) a certificate from a Responsible Officer certifying that, to deliver Hydrocarbons produced from the best of his knowledge and in all material respects (i) the representations of the Borrower in Section 4.10 are true and correct and apply to the Hydrocarbon Interests evaluated in the Reserve Report that are described in the Mortgage and (ii) the Borrower has, with respect to those material Hydrocarbon Interests that are evaluated in the most recently delivered Reserve Report, but that are not covered by a Mortgage, conducted overall title due diligence that, in all material respects, equals or exceeds industry standards given the applicable facts and circumstances. (e) In addition to the foregoing, on August 30, 1998, the Borrower shall furnish to the Agent a Reserve Report prepared as of July 1, 1998, by or under the supervision of the chief engineer or Vice President of Operations of the Borrower who shall certify such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties Reserve Report to have been sold since prepared in accordance with the date of procedures used in the last Borrowing Base determination except immediately preceding Initial Reserve Report. (f) Notwithstanding the foregoing, so long as set forth on an exhibit there is a Senior Credit Agreement in effect which requires the semi-annual delivery to the certificate, which certificate shall list all Senior Lenders of reserve reports evaluating the Borrower's and its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Subsidiaries' Oil and Gas Properties, delivering the Agent and Noteholders with a copy of each such reserve report and any accompanying officer's certificate (viicertified to Agent and the Noteholders) all required thereunder shall satisfy the Borrower's obligations under this Section 7.07, so long as such reserve report includes a calculation of reserve value based upon pricing assumptions consistent with Commission reporting requirements at the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificatetime.

Engineering Reports. (a) Not less than 30 days prior to By February 14 and August 14 of each Scheduled Borrowing Base Redetermination Dateyear commencing February 14, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 20071997, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve ReportReport evaluating the Oil and Gas Properties of the Borrower as of January 1 or July 1 of such year. The Reserve Reports delivered in connection with Report due each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, February 14 shall be prepared by Dego▇▇▇▇ ▇▇▇ McNa▇▇▇▇▇▇ ▇▇ other certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The , such acceptance not to be unreasonably withheld, and the Reserve Reports delivered in connection with Report due each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, August 14 shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination Reserve ReportReport due each February 14. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Agent (or as requested by the Lenders or the Borrower pursuant to Section 2.08(d2.09(c), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Majority Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own good and Borrower owns marketable title in accordance with industry standards to the its Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Excepted Liens and that the Borrower has created or allowed to be created no new Liens on its Oil and Gas Properties except for Liens permitted by Section 9.039.02, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination determination, except as permitted pursuant to Section 9.15 as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (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 Report, (vi) attached to the certificate is a list showing of all Persons disbursing proceeds to the Borrower from its Oil and Gas Properties, (vii) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property and (viii) any change in working interest or net revenue interest in its Oil and Gas Properties occurring and the reason for such change. (d) As soon as available and in any event contemporaneous with the delivery of the each Reserve Report, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Borrower shall provide production reports and general and administrative cost summaries by lease for its Oil and Gas Properties, which reports shall include quantities or volume of production, revenue, realized product prices, operating expenses, taxes, capital expenditures and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached lease operating costs which have accrued to the certificateBorrower's accounts in such period, and such other information with respect thereto as the Agent may require.

Engineering Reports. (a) Not less than 30 thirty (30) days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15, 20071997, the Borrower shall furnish to the Administrative Agent and the Lenders Lender a Reserve Report. The February 15 Reserve Reports delivered in connection with Report of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Lender and the August 15 Reserve Reports delivered in connection with Report of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding February 15 Reserve Report. (b) In the event of an unscheduled redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders Lender a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d)Lender, the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Lenders Lender as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentLender. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the LendersLender, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower owns good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentLender, (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 Report, (vi) attached to the certificate is a list showing of all Persons disbursing proceeds to the Borrower from its Oil and Gas Properties, (vii) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property and (viii) any change in working interest or net revenue interest in its Oil and Gas Properties occurring and the reason for such change. (d) As soon as available after the end of each fiscal quarter of each fiscal year of the Borrower, (vi) attached the Borrower shall provide to the certificate is a Lender any changes in the list of all Persons disbursing proceeds purchasers provided to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached Lender pursuant to the certificateSection 6.01(j).

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15August 1, 20072004, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Report for the August 1, 2004 redetermination shall be for reserves attributable to the Borrowing Base RedeterminationProperties as of June 30, commencing March 152004, 2007, and 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 all material respects in accordance with the procedures (other than forecasted product prices) used in the Initial Reserve Report. The January 1 Reserve Report of each year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the April 1 Reserve Reports delivered in connection with Report, August 1 Reserve Report, and October 1 Reserve Report of each September 15 Scheduled Borrowing Base Redeterminationyear, commencing September 15, 2007as applicable, shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer who shall certify such Reserve Report to be true and accurate and to have been prepared in all material respects in accordance with the procedures (other than forecasted product prices) used in the immediately preceding Scheduled Borrowing Base Redetermination proceeding January 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in all material respects in accordance with the procedures (other than forecasted product prices) used in the immediately preceding Reserve Report. For any unscheduled redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Majority Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower owns good and marketable 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 9.039.02, (iii) 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 with respect to its Oil and Gas Borrowing Base Properties evaluated in such Reserve Report which would require any Obligor the Borrower to deliver Hydrocarbons produced from such Oil and Gas Borrowing Base Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and its Borrowing Base Properties listed in the Partnerships’ Oil and Gas Properties immediately prior Reserve Report as having proved reserves have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas such Borrowing Base Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower from their Oil and Gas Properties, and (vii) all of the its Mortgaged Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property and (vi) except as set forth on a schedule attached to the certificatecertificate all of the Borrowing Base Properties evaluated by such Reserve Report are Mortgaged Oil and Gas Properties.

Engineering Reports. (a) Not less than 30 days prior to By March 15 and September 15 of each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007year, the Borrower shall furnish to each of the Administrative Agent Banks a report in form and the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable substance reasonably satisfactory to the Administrative Agent. The Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, shall Required Banks which may be prepared by or under the supervision of a petroleum engineer who may be an employee of the chief engineer of Borrower, which shall evaluate all Proved Reserves owned by the Borrower and a Responsible Officer its Subsidiaries as of the preceding December 31 or June 30, respectively (provided, that each such report evaluating such Proved Reserves as of the preceding June 30 of each year shall certify such Reserve Report to be true based upon the geologic and accurate and to have been prepared in accordance with the procedures used well data set forth in the immediately preceding Scheduled Borrowing Base Redetermination Reserve Report), and which shall, together with any other information reasonably requested by any Bank, set forth the information necessary to determine the Debt Limit as of such date. (b) In Together with the event Reserve Report furnished pursuant to subsection (a) as of an unscheduled redeterminationDecember 31 of any year, the Borrower shall furnish to each of the Administrative Agent Banks a review report thereon in form and substance reasonably satisfactory to the Lenders Required Banks by ▇▇▇▇▇▇ & ▇▇▇▇▇, Ltd. or other independent petroleum engineers acceptable to the Required Banks (provided that such review report shall not be required to comment on any price or other economic assumptions furnished by the Required Banks to the Borrower under subsection (d) below). 188 (c) At any time and upon request by the Required Banks, the Borrower shall furnish to each of the Banks, within 30 days of such request, a report which shall evaluate all Proved Reserves owned by the Borrower and its Subsidiaries as of the date of the most recent Reserve Report prepared by or under as of such other date as the supervision of Required Banks specify, in form and substance reasonably satisfactory to the chief engineer of the Obligors Required Banks (a "Special Engineering Report"), together with any other information reasonably requested by any Bank; provided, that such evaluation shall be based upon the certificate of a Responsible Officer who shall certify such geologic and well data set forth in the Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in furnished as of the immediately preceding Reserve ReportReport for which a review report has been furnished under subsection (b). For any unscheduled redetermination requested by The Special Engineering Report shall use production and cost profiles from the Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such most recent Reserve Report with an “such other information as of” date as required supplied by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentRequired Banks. (cd) With The reports contemplated by this Section shall be prepared on the delivery basis of each Reserve Report, price and other economic assumptions specified by the Required Banks to the Borrower shall provide, or cause to be provided, not less than 60 days prior to the Administrative Agent date the related report is due and in accordance with their customary oil and gas lending practices for Persons engaged in the Lenders, a certificate from a Responsible Officer certifying that, same or similar businesses and similarly situated as the Borrower; provided that the natural gas price assumptions shall take into account the Borrower's end product sales value for natural gas as most recently furnished by the Borrower in writing to the best Banks (together with a description of his knowledge the applicable period of sales data from which such end product sales value was derived) and in all material respects: (i) derived from the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own good and marketable title financial statements furnished 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateBanks.

Engineering Reports. (a) Not less than 30 forty-five (45) days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15November 1, 2007, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, Report for the May 1 redetermination shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, Report for the November 1 redetermination shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding May 1 Reserve Report. Within 45 days after the Closing Date, the Borrower shall furnish to the Agent and the Lenders a Reserve Report prepared by Netherland ▇▇▇▇▇▇ & Associates, Inc. or other independent petroleum consultant(s) acceptable to the Agent with respect to the Oil and Gas Properties owned by Southern G as of January 1, 2007, which Reserve Report shall update and supplement the audit report on such Oil and Gas Properties described in the definition of Initial Reserve Reports and provide information with respect to such Oil and Gas Properties consistent with that to be provided in the Reserve Report for each May 1 redetermination. In addition, Borrower shall furnish to the Agent and the Lenders all Engineering Reports (as defined in the Second Lien Loan Agreement) required to be delivered under the Second Lien Loan Agreement, concurrently with the delivery of such Engineering Reports to the Administrative Agent under the Second Lien Loan Agreement. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders Agent as soon as possible, but in any event no later than 30 thirty (30) days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other historical information delivered in connection therewith to the preparers of such report is true and correct, (ii) the Obligors Borrower and the Partnerships Active Subsidiaries own good and marketable 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, (iii) except as set forth on an exhibit Exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower or its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit Exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower from their its Oil and Gas Properties, Properties and (vii) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateProperty.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination DateCommencing with October 1, commencing with 2004, upon request of the Scheduled Borrowing Base Redetermination to occur on Collateral Agent or around March 15, 2007any Lender, the Borrower shall furnish to the Administrative Collateral Agent and the Lenders a its most recent Reserve Report; provided that such Reserve Reports shall be available not less than ninety (90) days after each January 1 and July 1. The Reserve Reports delivered in connection with Report as of January 1 of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Collateral Agent and the Reserve Reports delivered in connection with Report as of July 1 of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 proceeding Reserve Report as of January 1. (b) In the event any additional Reserve Report is prepared by or under the supervision of the chief engineer of the Borrower who certifies such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d), the Borrower Company shall provide furnish such Reserve Report with an “as of” date as required by to the Lenders as soon as possible, but in any event no later than 30 days following Collateral Agent and the receipt of the request by the Administrative AgentLenders. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Collateral Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower owns good and marketable 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, (iii) 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 with respect to its the Borrower's Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor Borrower or its Subsidiaries to deliver, in the aggregate, after netting all over-production and under-production, three percent (3%) or more of total volumes of proved, producing reserves of Hydrocarbons (calculated on an mcf equivalent basis with each barrel of oil being equivalent to six mcf of natural gas) reflected in the Initial Reserve Report or the most recent Reserve Report delivered pursuant to this Section 8.07, as the case may be, from the Oil and Gas Properties of Borrower and its Subsidiaries at some future time without then receiving full payment therefor which would require the Borrower to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination previous Reserve Report except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agentreasonable detail, (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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower from their its Oil and Gas Properties, Properties and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate, at least eighty-five percent (85%), by value, of the Oil and Gas Properties of the Borrower and its Subsidiaries are Mortgaged Property. (d) As soon as available and in any event within sixty (60) days after the end of each month, the Borrower shall furnish to the Collateral Agent, upon request, reports, which reports shall include any direct or allocated general and administrative expenses and production reports for its Oil and Gas Properties, which production reports shall include quantities or volume of production, revenue, realized product prices, operating expenses, taxes, capital expenditures and lease operating costs which have accrued to the Borrower's accounts in such period, and such other information with respect thereto as the Collateral Agent may require.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15October 1, 20072002, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered Report for the October 1, 2002, redetermination shall be for reserves as of July 1, 2002, and 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 connection all material respects in accordance with the procedures (other than forecasted product prices) used in the Initial Reserve Report. The January 1 Reserve Report of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the July 1 Reserve Reports delivered in connection with Report of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer who shall certify such Reserve Report to be true and accurate and to have been prepared in all material respects in accordance with the procedures (other than forecasted product prices) used in the immediately preceding Scheduled Borrowing Base Redetermination proceeding January 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in all material respects in accordance with the procedures (other than forecasted product prices) used in the immediately preceding Reserve Report. For any unscheduled redetermination requested by the Tranche A Majority Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Majority Tranche A Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower owns good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties listed in the immediately prior Reserve Report as having proved reserves have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its such Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower from their its Mortgaged Oil and Gas Properties, Properties and (viivi) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateOil and Gas Properties.

Engineering Reports. (a) Not less than 30 At least 60 days prior to each Scheduled Borrowing Base Redetermination Date, Date commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15May 1, 20071998, the Borrower Company shall furnish to the Administrative Agent and the Lenders Banks a Reserve Report. The December 31 Reserve Reports Report of each year to be delivered in connection with each March 15 for the May 1 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, Redetermination Date shall be prepared by Ryde▇-▇▇▇▇▇ ▇▇▇pany, Petroleum Engineers ("Ryde▇ ▇▇▇▇▇") or other certified independent petroleum engineers or other independent petroleum consultant(s) acceptable engineer satisfactory to the Administrative Agent. The Agent and the June 30 Reserve Reports Report of each year to be delivered in connection with each September 15 for the November 1 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, Redetermination Date shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer Company who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. The Company may elect to use the December 31 Reserve Report instead of preparing the June 30 Reserve Report, in which case reserve run-off with no replacement will be assumed. Further, the Company will be required to provide a review of the Oil and Gas Properties which shall include a comparison of actual and projected production volumes. (b) For each unscheduled redetermination, the Company shall furnish to the Banks, a Reserve Report prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding December 31 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower Majority Banks pursuant to Section 2.08(d), the Borrower Company shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentMajority Banks. (c) Concurrently with the delivery of each Reserve Report, the Company shall provide the Banks production reports covering in the aggregate, the Company's net production of oil and gas, which reports shall include quantities or volumes of production, realized product prices, operating expenses, taxes, capital expenditures and such other information as the Agent may reasonably request and covering the six month period ending on the "as of" date of the Reserve Report being delivered with such production report. (d) With the delivery of each Reserve Report, the Borrower Company shall provide, or cause to be provided, provide to the Administrative Agent and the LendersBanks, a certificate from a the Responsible Officer certifying of the Company that, to the best of his knowledge and in all material respects: , (ia) the information contained in the Reserve Report and any other information delivered in connection therewith Engineering Report is true and correct, (iib) the Obligors and the Partnerships own Company owns good and marketable 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 9.03Excepted Liens, (iiic) 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 with respect to its the Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Company to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (ivd) none of Obligor’s or and the Partnerships’ no Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit consented to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required writing by the Administrative AgentMajority Banks or as permitted by the terms of this Agreement, (ve) attached to the certificate is a list of its the Oil and Gas Properties added to and deleted from the immediately prior Reserve Report Report, and a list showing any change in working interest or net revenue interest in its Oil and Gas Properties occurring and the reason for such change, (vif) attached to the certificate is a list are statements of all Persons disbursing proceeds to the Obligors from their Oil Company's outstanding Swap Contracts, which statements shall include for each such Swap Contract (A) the termination date, (B) the notional amounts or volumes and Gas Properties, the periods covered by such volumes; and (viiC) all the price to be paid or the basis for calculating the price to be paid by the Company and the other Person under each Swap Contract for each of the Oil and Gas Properties evaluated future periods covered by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateeach Swap Contract.

Engineering Reports. Deliver to the Agent and the Banks the following: (ai) Not A Reserve Report not less than 30 45 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15October 31, 2007, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report1996. The Annual Reserve Reports delivered in connection with Report of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to a Petroleum Engineer and the Administrative Agent. The Semi-Annual Reserve Reports delivered in connection with Report of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Annual Reserve Report. (ii) For any unscheduled redetermination requested by the Borrower (1) pursuant to Section 2.14(a)(ii) or (2) pursuant to Section 2.14(b)(ii) in conjunction with the addition of Additional Properties to the Collateral following a Borrowing Base Deficiency, the Borrower shall provide a Reserve Report, at its sole cost and expense, prepared by a Petroleum Engineer (in the event of a redetermination pursuant to clause (1) or (2) above) 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 Annual Reserve Report (in the event of a redetermination under clause (1) above which does not include Additional Properties) with an "as of" date no more than 45 days prior to the date the request for a redetermination of the Borrowing Base is made by the Borrower. For any unscheduled redetermination requested by the Lenders or the Borrower Banks pursuant to Section 2.08(d2.14(a)(ii), the Borrower shall provide a Reserve Report, at its sole cost and expense, prepared by a Petroleum Engineer 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 Annual Reserve Report, with an “"as of” " date as required by the Lenders Majority Banks as soon as possible, but in any event no later than 30 45 days following the receipt of the request by the Administrative Agent. (ciii) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the LendersBanks, a certificate from the President or a Responsible Officer Vice President of the Borrower, certifying that, to the best of his or her knowledge and in all material respects: (ia) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct; (b) except for Permitted Exceptions, (ii) the Obligors and the Partnerships own Borrower owns good and marketable indefeasible title to the its 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, Permitted Exceptions; (iiic) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate.except

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15December 1, 20071999, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports Report to be delivered in connection with by April 1 of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports Report to be delivered in connection with by October 1 of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination April 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Majority Lenders or the 49 Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Majority Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentAgent on behalf of the Majority Lenders. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower owns good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties included in the Borrowing Base have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (v) attached to the certificate is a list of its Oil and Gas Properties included in the Borrowing Base 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower from their its Oil and Gas Properties, Properties included in the Borrowing Base and (vii) all Schedule B attached to such Reserve Report is a listing of the Oil and Gas Properties evaluated to be considered in the determination of the Borrowing Base. (d) As soon as available and in any event within 60 days after the end of each calendar quarter, the Borrower shall provide production reports and lease operating summaries by such Reserve Report are Mortgaged Property except as set forth on a schedule attached lease for its Oil and Gas Properties included in the Borrowing Base, which reports shall include quantities or volume of production, revenue, realized product prices, operating expenses, taxes, capital expenditures and lease operating costs which have accrued to the certificateBorrower's accounts in such period, and such other information with respect thereto as the Agent may reasonably require. (e) In regards to the redetermination of the Offered Borrowing Base according to Section 2.08(h), the Borrower shall furnish to the Bank prior to January 2, 1999 a Ryder Scott Report prepared as of ▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇ with supplemental information on the Oil and Gas Properties to be designated as Borrowing Base properties. The second interim redetermination of the Offered Borrowing Base will utilize the April 1st report updated by the Borrower.

Engineering Reports. (ai) Not less than 30 days prior Prior to May 1 of each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007year, the Borrower shall furnish Counterparty agrees to deliver to the Administrative PV Determination Agent and the Lenders Banks the December 31 Engineering Report as of the immediately preceding December 31. Additionally, upon the request of the PV Determination Agent, the Counterparty agrees to deliver to the PV Determination Agent an Unaudited Report that is the same as such December 31 Engineering Report, except that such Unaudited Report will be based on the pricing assumptions specified by the PV Determination Agent. (ii) For each Unscheduled Redetermination initiated by the Counterparty pursuant to Section 2.6(e)(i), the Counterparty agrees to deliver to the PV Determination Agent an Unaudited Report, as of a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) date reasonably acceptable to the Administrative Counterparty and the PV Determination Agent; provided that if such Unscheduled Redetermination was initiated pursuant to Section 2.6(e)(i)(1) and the acquired Proved Reserves have a fair market value, in the aggregate, equal to or greater than $300 million, an Acquired Reserves Engineering Report, as of such date, covering the acquired Proved Reserves must be delivered to the PV Determination Agent with such Unaudited Report. The Reserve Reports delivered in connection with For each September 15 Scheduled Borrowing Base RedeterminationUnscheduled Redetermination initiated by the Required Banks pursuant to Section 2.6(e)(ii), commencing September 15the Counterparty agrees to deliver to the PV Determination Agent, 2007an Unaudited Report, shall be prepared by or under as of a date reasonably acceptable to the supervision of Counterparty and the chief engineer of PV Determination Agent, covering the Borrower and a Responsible Officer shall certify such Reserve Report to be true and accurate and Proved Reserves that the Counterparty desires to have been prepared in accordance with the procedures used included in the immediately preceding Scheduled Borrowing Base Redetermination Reserve ReportPresent Value determination. (biii) In Concurrently with the event delivery of an unscheduled redeterminationeach Engineering Report, the Borrower shall furnish Counterparty agrees to deliver to the Administrative PV Determination Agent a production report covering the net production of oil and the Lenders a Reserve Report prepared by or under the supervision gas of the chief engineer Credit Party Entities, which report shall include quantities or volumes of production, realized product prices, operating expenses, taxes, capital expenditures and such other information as the Obligors together with PV Determination Agent may reasonably request and covering the certificate of a Responsible Officer who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with one year period ending on the procedures used in the immediately preceding Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentEngineering Report being delivered with such production report. (civ) With Concurrently with the delivery of each Reserve Engineering Report, the Borrower shall provide, or cause Counterparty agrees to be provided, deliver to the Administrative Agent and the LendersPV Determination Agent, a certificate from a Responsible an Authorized Officer certifying of the Counterparty that, to the best of his knowledge and in all material respects: , (i) the oil and natural gas reserves information set forth in such Engineering Report was estimated using generally accepted engineering and evaluation principles and is reasonable in the aggregate by basin, and any factual information contained in the Reserve reports delivered with such Engineering Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own a Credit Party Entity owns directly good and marketable defensible title (as defined in Section 4.1(m)) to the Oil and Gas Properties Proved Reserves evaluated in such Reserve Engineering Report and such Properties are free of all Liens except for Liens permitted not prohibited by Section 9.035.2(a), (iii) except as set forth on an exhibit to in the certificatecertificate or in the Engineering Report, on a net basis there are no material (with such materiality determined in relation to the total reserve base included in such Engineering Report) gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties the Proved Reserves evaluated in such Reserve Engineering Report which would require any Obligor Credit Party Entity to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ no Oil and Gas Properties have been sold disposed by any Credit Party Entity since the date of the last Borrowing Base Present Value determination except as permitted by the terms of this Agreement or, in any material respect, been destroyed or damaged (except to the extent covered by insurance and except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agentcertificate), (v) attached to the certificate is a list are statements of its Oil each Credit Party’s outstanding Qualifying ▇▇▇▇▇▇ and Gas Properties added to Permitted ▇▇▇▇▇▇ (other than WPX ▇▇▇▇▇▇), which statements shall include for each Qualifying Hedge and deleted from each such Permitted Hedge (a) the immediately prior Reserve Report and a list showing any change in working interest termination date, (b) the notional amounts or net revenue interest in its Oil and Gas Properties occurring volumes and the reason periods covered by such volumes, and (c) the price to be paid or the basis for calculating the price to be paid by such changeCredit Party and the other Person under such Qualifying Hedge or such Permitted Hedge, as the case may be, for each of the future periods covered by such Qualifying Hedge or such Permitted Hedge, as the case may be, and (vi) attached to the Other Present Value Obligations Amount on the date of such certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as amount set forth on a schedule attached to the in such certificate.

Engineering Reports. (a) Not less than 30 thirty (30) days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15October 1, 20072004, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with Report as of January 1 of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports delivered in connection with Report as of July 1 of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination Reserve ReportReport as of January 1. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Lenders Agent as soon as possible, but in any event no later than 30 thirty (30) days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower owns good and marketable 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, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay pay, or other prepayments with respect to its Borrower's Oil and Gas Properties evaluated which (taken together with the imbalances, take or pay, or other prepayments reflected on such exhibit to the certificate) would require Borrower or its Subsidiaries to deliver, in such the aggregate, after netting all over-production and under-production, three percent (3%) or more of total volumes of proved, producing reserves of Hydrocarbons (calculated on an mcf equivalent basis with each barrel of oil being equivalent to six mcf of natural gas) reflected in the Initial Reserve Report or the most recent Reserve Report delivered pursuant to this Section 8.07, as the case may be, which would require Borrower and/or any Obligor of its Subsidiaries to deliver from the Oil and Gas Properties of Borrower and its Subsidiaries at some future time without then receiving full payment therefor which would require the Borrower to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (v) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the CREDIT AGREEMENT 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower from their its Oil and Gas Properties, Properties and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate, at least eighty-five percent (85%), by value, of the Oil and Gas Properties of the Borrower and its Subsidiaries are Mortgaged Property. (d) As soon as available and in any event within sixty (60) days after the end of each month, the Borrower shall furnish to the Agent reports which shall include any direct or allocated general and administrative expenses and production reports for its Oil and Gas Properties, which reports shall include quantities or volume of production, revenue, realized product prices, operating expenses, taxes, capital expenditures and lease operating costs which have accrued to the Borrower's accounts in such period, and such other information with respect thereto as the Agent may require.

Engineering Reports. (a) Not less No later than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15, 20071998, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The June 30 Reserve Reports delivered in connection with Report of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the December 31 Reserve Reports delivered in connection with Report of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding June 30 Reserve Report; provided that the Agent reserves the right to require that the Reserve Report prepared for the Scheduled Redetermination Date to occur on March 15, 1998 be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Agent. On or before August 30, 1997, the Borrower shall deliver an updated report with respect to the Oil and Gas Properties evaluated in the Initial Reserve Reports, setting forth as of a recent date, the information required in the definition of "Reserve Report", which report shall be certified by independent petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Agent. (b) In the event of an unscheduled redetermination, the Borrower shall shall, at the Agent's request, furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Agent (or as requested by the Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Majority Lenders as soon as possible, but in any event no later than 30 45 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered other (d) As soon as available and in connection therewith is true any event within 45 days after the end of fiscal quarter, the Borrower shall provide (i) a production report, in the form currently prepared internally by the Borrower and correctwhich has been approved by the Agent, and (ii) the Obligors and the Partnerships own good and marketable title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free a summary of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil general and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties have been sold since the date administrative costs of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of Parent Company and its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason Consolidated Subsidiaries for such changequarter which are not reflected in the Consolidated Net Income for such quarter, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their for its Oil and Gas Properties, which reports shall include quantities or volume of production, revenue, realized product prices, operating expenses, taxes, capital expenditures and (vii) all lease operating costs which have accrued to the account of the Oil Parent Company, the Borrower or any Guarantor in such period, and Gas Properties evaluated by such other information with respect thereto as the Agent or any Lender may reasonably require. (e) With the delivery of the December 31, 1997 Reserve Report are Mortgaged Property except as set forth Report, the Borrower shall also provide projections and budgets of the Borrower and its Subsidiaries for the forthcoming fiscal year, which shall include, on a schedule attached monthly basis for the forthcoming fiscal year, an operating and capital budget, income and cash flow statements and balance sheets, in each case together with the analysis and discussion of management of such projections, all certified by a Responsible Officer of the Borrower as being prepared based on the assumptions and assessments believed by the Borrower to be reasonable and appropriate both as of the date of such projections and as of the date of submission thereof to the certificateAgent.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15May 1, 20072005, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with Report due not less than 30 days prior to May 1 of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports delivered in connection with Report due not less than 30 days prior to November 1 of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower Obligors and for which a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding May 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships Guarantors own good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Guarantors from their Oil and Gas Properties, Properties and (vii) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateProperty.

Engineering Reports. (a) Not less than 30 days prior to By March 15 and September 15 of each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007year, the Borrower shall furnish to each of the Administrative Agent Banks a report in form and the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable substance reasonably satisfactory to the Administrative Agent. The Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, shall Required Banks which may be prepared by or under the supervision of a petroleum engineer who may be an employee of the chief engineer of Borrower, which shall evaluate all Proved Reserves owned by the Borrower and a Responsible Officer its Subsidiaries as of the preceding December 31 or June 30, respectively (provided, that each such report evaluating such Proved Reserves as of the preceding June 30 of each year shall certify such Reserve Report to be true based upon the geologic and accurate and to have been prepared in accordance with the procedures used well data set forth in the immediately preceding Scheduled Borrowing Base Redetermination Reserve Report), and which shall, together with any other information reasonably requested by any Bank, set forth the information necessary to determine the Debt Limit as of such date. (b) In Together with the event Reserve Report furnished pursuant to subsection (a) as of an unscheduled redeterminationDecember 31 of any year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision each of the chief engineer of Banks a review report thereon in form and substance reasonably satisfactory to the Obligors together with Required Banks by ▇▇▇▇▇▇ & ▇▇▇▇▇, Ltd. or other independent petroleum engineers acceptable to the certificate of a Responsible Officer who Required Banks (provided that such review report shall certify such Reserve Report not be required to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. For comment on any unscheduled redetermination requested price or other economic assumptions furnished by the Lenders or Required Banks to the Borrower pursuant to Section 2.08(dunder subsection (d) below), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With At any time and upon request by the delivery of each Reserve ReportRequired Banks, the Borrower shall providefurnish to each of the Banks, within 30 days of such request, a report which shall evaluate all Proved Reserves owned by the Borrower and its Subsidiaries as of the date of the most recent Reserve Report or cause as of such other date as the Required Banks specify, in form and substance reasonably satisfactory to be the Required Banks (a "Special Engineering Report"), together with any other information reasonably requested by any Bank; provided, to that such evaluation shall be based upon the Administrative Agent geologic and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained well data set forth in the Reserve Report furnished as of the immediately preceding Reserve Report for which a review report has been furnished under subsection (b). The Special Engineering Report shall use production and any cost profiles from the most recent Reserve Report with such other information delivered in connection therewith is true as supplied by the Required Banks. (d) The reports contemplated by this Section shall be prepared on the basis of price and correct, (ii) other economic assumptions specified by the Obligors and the Partnerships own good and marketable title Required Banks 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, (iii) except as set forth on an exhibit Borrower not less than 60 days prior to the certificate, on date the related report is due and in accordance with their customary oil and gas lending practices for Persons engaged in the same or similar businesses and similarly situated as the Borrower; provided that the natural gas price assumptions shall take into account the Borrower's end product sales value for natural gas as most recently furnished by the Borrower in writing to the Banks (together with a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties have been sold since the date description of the last Borrowing Base determination except as set forth on an exhibit applicable period of sales data from which such end product sales value was derived) and derived from the financial statements furnished to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateBanks.

Engineering Reports. (a) Not less than 30 days prior to On or before March 15 of each Scheduled Borrowing Base Redetermination Date, year commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 20071999, the Borrower Company shall furnish to the Administrative Agent Technical Agents and the Lenders a Reserve ReportReport as of the preceding January 1st in form and substance reasonably satisfactory to the Technical Agents. The January 1 Reserve Reports delivered Report of each year shall be comprised of two reports; one being prepared by or under the supervision of certified independent petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Technical Agents and evaluating Oil and Gas Properties comprising not less than eighty percent (80%) of the SEC Value of the Oil and Gas Properties of OEI and its Restricted Subsidiaries which Properties OEI desires to have included in connection with each March 15 Scheduled the Borrowing Base RedeterminationBase, commencing March 15and the other being prepared by or under the supervision of the chief petroleum engineer of OEI (utilizing substantially similar procedures to those used by its independent petroleum engineers) and evaluating the Oil and Gas Properties comprising the remaining SEC Value of the Oil and Gas Properties of OEI and its Restricted Subsidiaries which Properties OEI desires to have included in the Borrowing Base. Notwithstanding the foregoing, 2007, the January 1 Reserve Report relating to any Oil and Gas Properties not located in the geographical boundaries of the United States of America and Canada and surrounding waters shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) reasonably acceptable to the Administrative Agent. The Reserve Reports delivered in connection with each Technical Agents. (b) On or before September 15 Scheduled Borrowing Base Redetermination, of each year commencing September 15, 20071998, the Company shall be furnish to the Technical Agents and the Lenders a Reserve Report prepared as of the immediately preceding July 1 by or under the supervision of the chief engineer of the Borrower and a Responsible Officer Company (who shall certify such Reserve Report to be true and accurate and report to have been prepared in accordance with the procedures used in the immediately preceding Scheduled Borrowing Base Redetermination January 1 Reserve Report. (b) In ), which shall further evaluate the event of an unscheduled redetermination, the Borrower shall furnish to the Administrative Agent Oil and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used Gas Properties evaluated in the immediately preceding Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d2.09(d), the Borrower Company shall provide such Reserve Report (which shall be prepared by its chief engineer) with an “"as of” " date as required specified by the Lenders Required Lenders, as soon as possible, but in any event no later than 30 75 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve ReportReport required in Section 8.05(a) and (b), the Borrower Company shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: statement reflecting (i) any material changes in the information contained net revenue interest of each well or lease as reflected in the Reserve Report delivered for the prior period, after giving effect to all encumbrances listed therein from the net revenue interests as reflected in such report, along with an explanation as to any material discrepancies between the two net revenue interest disclosures, and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own good and marketable 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, (iii) except as set forth on an exhibit to the certificatethereto, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its their Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Obligor of its Restricted Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor. (d) If the Technical Agents desire to exclude an Oil and Gas Property included in the Borrowing Base on the basis that title to such Oil and Gas Property is unsatisfactory, (iv) none the Administrative Agent shall give OEI written notice thereof and OEI shall have 90 days to cure such defect. If OEI is unable to cure any such title defect requested to be cured within the 90-day period, such default shall not be a Default or an Event of Obligor’s or and Default, but instead, if the Partnerships’ aggregate value of all such Oil and Gas Properties which have been sold since unsatisfactory title defects (and which have not previously resulted in the date invocation of the last remedy set forth in this Section) constitutes 5% or more of the then current amount of the Borrowing Base, the Technical Agents shall have the right, by sending written notice to OEI, to reduce the then outstanding Borrowing Base determination except by an amount as set forth on an exhibit reasonably determined by the Technical Agents to reflect the impairment to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in Borrowing Base caused by such detail as reasonably required by the Administrative Agent, (v) attached title defect. This adjustment to the certificate is a list Borrowing Base shall become effective immediately after receipt 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificatenotice.

Engineering Reports. (a) Not less than 30 thirty (30) days prior to each Scheduled Borrowing Base Redetermination Determination Date, commencing with the Scheduled Borrowing Base Redetermination Determination to occur on or around March 15May 1, 20072012, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with Report due not less than thirty (30) days prior to May 1 of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to Administrative Agent and the Administrative Agent. The Reserve Reports delivered in connection with Report due not less than thirty (30) days prior to November 1 of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower Obligors and for which a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding May 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d2.06(c), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 thirty (30) days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own good and marketable 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, (iii) 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 with respect to its the Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its the Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (v) attached to the certificate is a list of its the 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, Properties and (vii) except as set forth on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateProperty.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007, the The Borrower shall furnish to the Administrative Agent deliver reports, in form and the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) detail reasonably acceptable to the Administrative Agent. The Reserve Reports delivered in connection with , (i) on each September March 15 Scheduled Borrowing Base Redetermination, commencing and September 15, 2007which reports shall be determined as of each December 31 and June 30, respectively, (ii) setting forth as of the date of determination (x) the proved reserves, the proved developed producing reserves, and probable reserves attributable to the Oil and Gas Properties owned by the Borrower and the Guarantors, and (y) a projection of the rate of production and pre-tax income of such reserves, all in accordance with the guidelines published by the SEC (but utilizing the pricing parameters set forth in the definition of the term PV-10 Value) and (iii) meeting the additional requirements specified in the table below for the fiscal quarter for which the report is delivered in conjunction with: December 31 Such report shall be prepared by or under the supervision of the chief engineer of an independent, third-party engineering firm selected by the Borrower and a Responsible Officer reasonably acceptable to the Agent. June 30 Such report shall certify be prepared based on the prior report delivered pursuant to this Section 5.07(a), as adjusted for actual production, operating costs, and dispositions and acquisitions of proved, proved developed producing and probable reserves since such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Scheduled Borrowing Base Redetermination Reserve Reportprior report. (b) In the event of an unscheduled redeterminationredetermination of the borrowing base under the First Lien Loan Agreement requested by the Majority Lenders (as defined in the First Lien Loan Agreement) or the Borrower, the Borrower shall concurrently furnish to the Administrative Agent and (which shall furnish to each Lender) the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used (as defined in the immediately preceding Reserve Report. For any unscheduled redetermination requested by First Lien Loan Agreement) delivered to the Lenders or Agent (as defined in the Borrower pursuant to Section 2.08(dFirst Lien Loan Agreement), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other historical information delivered in connection therewith to the preparers of such report is true and correct, (ii) the Obligors Borrower and the Partnerships Active Subsidiaries own good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate.by

Engineering Reports. (a) Not less than 30 thirty (30) days prior to each Scheduled Borrowing Base semi-annual Redetermination Date, commencing with the Scheduled Borrowing Base Semi-annual Redetermination Date to occur on or around March 15September 30, 20072006, the Borrower shall furnish to the Administrative Agent and the Lenders Lenders, at Borrower’s election, an internally prepared Reserve Report (for each September 30 Redetermination Date, commencing September 30, 2006) and a comprehensive Reserve ReportReport from a reputable independent petroleum engineering firm acceptable to the Agent (for each March 31 Redetermination Date, commencing March 31, 2007), which such Reserve Report shall (i) specify the location, quantity and type of the estimated Proven Reserves attributable to such Oil and Gas Properties, (ii) contain a projection of the rate of production of the Oil and Gas Properties, (iii) contain an estimate of the net operating revenues to be derived from the production and sale of Hydrocarbons from such Proven Reserves, and (iv) take into account any “over-produced” status under gas balancing arrangements. The sole expense of each such Reserve Report shall be borne by the Borrower. The Reserve Reports delivered in connection Reports, to be prepared with an effective date no earlier than January 1 and July 1 of each March 15 Scheduled Borrowing Base Redeterminationyear, commencing March 15no later than the September 30, 20072006, shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007Redetermination Date, shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination Reserve ReportReport as of a date not earlier than February. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Required Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders Agent as soon as possible, but in any event no later than 30 thirty (30) days following the receipt of the request by the Administrative Agent.. 62 (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower owns good and marketable 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, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay pay, or other prepayments with respect to its Borrower’s Oil and Gas Properties evaluated which (taken together with the imbalances, take or pay, or other prepayments reflected on such exhibit to the certificate) would require Borrower or its Subsidiaries to deliver, in such the aggregate, after netting all over-production and under-production, five percent (5%) or more of total volumes of proved, producing reserves of Hydrocarbons (calculated on an mcf equivalent basis with each barrel of oil being equivalent to six mcf of natural gas) reflected in the initial Reserve Report or the most recent Reserve Report delivered pursuant to this Section 8.07, as the case may be, which would require Borrower and/or any Obligor of its Subsidiaries to deliver from the Oil and Gas Properties of Borrower and its Subsidiaries at some future time without then receiving full payment therefore which would require the Borrower to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefore, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentRequired Lenders, (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 reason for such change, and (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate, Eighty Percent Coverage Requirement, as determined by value (Present Value as calculated and determined by the Agent and the Lenders in their sole discretion in accordance with Section 2.08), of the Oil and Gas Properties of the Borrower and its Subsidiaries, is achieved insofar as Mortgaged Property are concerned.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March June 15, 20072006, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports Report of each year delivered in connection with each March the December 15 Scheduled Borrowing Base Redetermination, commencing March December 15, 20072006, shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Reserve Reports Report delivered for each year delivered in connection with each September the June 15 Scheduled Borrowing Base Redetermination, commencing September June 15, 20072006, shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 proceeding December 15 Scheduled Borrowing Base Redetermination Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate.

Engineering Reports. (a) Not less than (i) 30 days prior to the first Scheduled Redetermination Date to occur on April 1, 2000, and (ii) 45 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007Date thereafter, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports Report to be delivered in connection with by March 1 of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports Report to be delivered in connection with by September 1 of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination March 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Majority Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentAgent on behalf of the Majority Lenders. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower or each Restricted Subsidiary, as applicable, owns good and marketable 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, (iii) 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 with respect to its the Borrower's or any Restricted Subsidiary's Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower or such Restricted Subsidiary to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s the Borrower's or and the Partnerships’ any Restricted Subsidiary's Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its such Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (v) attached to the certificate is a list of its the Borrower's or any Restricted Subsidiary's 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 the Borrower's or any Restricted Subsidiary's Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower or a Restricted Subsidiary from their its Oil and Gas Properties, Properties and (vii) all Schedule B attached to such Reserve Report is a listing of the Oil and Gas Properties evaluated to be considered in the determination of the Borrowing Base. (d) As soon as available and in any event within 60 days after the end of each calendar quarter, the Borrower shall provide production reports and lease operating summaries by such Reserve Report are Mortgaged Property except as set forth on lease for the Borrower's and each Restricted Subsidiary's Oil and Gas Properties subject to a schedule attached Lien in favor of the Agent, which reports shall include quantities or volume of production, revenue, realized product prices, operating expenses, taxes, capital expenditures and lease operating costs which have accrued to the certificateBorrower's or such Restricted Subsidiary's accounts in such period, and such other information with respect thereto as the Agent may reasonably require; provided, however, for the period from and after January 1, 2000, up to and including April 28, 2000, so long as the Aggregate Commitments exceed the Threshold Amount, the Borrower shall provide, or cause to be provided, all reports, summaries and other information required by this Section 8.07(d) within 30 days after the end of each calendar month.

Engineering Reports. (a) Not less than 30 45 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports Report to be delivered in connection with by March 1 of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports Report to be delivered in connection with by September 1 of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination March 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Majority Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentAgent on behalf of the Majority Lenders. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower or each Restricted Subsidiary, as applicable, owns good and marketable 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, (iii) 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 with respect to its the Borrower's or any Restricted Subsidiary's Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower or such Restricted Subsidiary to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s the Borrower's or and the Partnerships’ any Restricted Subsidiary's Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its such Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of its the Borrower's or any Restricted Subsidiary's 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 the Borrower's or any Restricted Subsidiary's Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower or a Restricted Subsidiary from their its Oil and Gas Properties, Properties and (vii) all Schedule B attached to such Reserve Report is a listing of the Oil and Gas Properties evaluated to be considered in the determination of the Borrowing Base. (d) As soon as available and in any event within 60 days after the end of each calendar quarter, the Borrower shall provide production reports and lease operating summaries by such Reserve Report are Mortgaged Property except as set forth on lease for the Borrower's and each Restricted Subsidiary's Oil and Gas Properties subject to a schedule attached Lien in favor of the Agent securing the Tranche A Indebtedness, which reports shall include quantities or volume of production, revenue, realized product prices, operating expenses, taxes, capital expenditures and lease operating costs which have accrued to the certificateBorrower's or such Restricted Subsidiary's accounts in such period, and such other information with respect thereto as the Agent may reasonably require.

Engineering Reports. (a) Not less than 30 days prior to On or before April 1st and October 1st of each Scheduled Borrowing Base Redetermination Dateyear, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15April 1, 20072014, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, Report for the May 1 redetermination shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, Report for the November 1 redetermination shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination May 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve ReportReport delivered pursuant hereto. For any unscheduled redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(d2.08(c), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders Administrative Agent as soon as possible, but in any event no later than 30 thirty (30) days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other historical information delivered in connection therewith to the preparers of such report is true and correct, (ii) the Obligors Borrower and the Partnerships its Subsidiaries own good and marketable 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 7.16, (iii) except as set forth on an exhibit Exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower or its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit Exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, and (vi) except as set forth on a schedule attached to the certificate is a list certificate, the Mortgaged Properties represent at least 80% of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) PV-9 of all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateReport.

Engineering Reports. (a) Not less than 30 days prior to On or before April 1 of each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007year, the Borrower Obligors shall furnish to the Administrative U.S. Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, shall be Report prepared by certified independent petroleum engineers ▇▇▇▇▇▇▇▇▇▇ & Co., Inc. or other independent petroleum consultant(s) acceptable to the Administrative U.S. Agent. The Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination Reserve Report. (b) In the event of an unscheduled redetermination, the Borrower Obligors shall furnish to the Administrative Agent and U.S. Agent, with a sufficient number of copies for each of the Lenders Lenders, a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer U.S. Borrower who shall certify on behalf of the Obligors such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report. For any unscheduled redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(d), the Borrower Obligors shall provide such Reserve Report with an “"as of” " date as required by the Majority Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative U.S. Agent. (c) With the delivery of each Reserve Report, the Borrower Obligors shall provide, or cause to be provided, provide to the Administrative U.S. Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own good and marketable 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, (iii) 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 with respect to its their Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Obligors' Oil and Gas Properties have been sold the subject of a Transfer since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its the Obligors' Oil and Gas Properties sold that were the subject of a Transfer during such period and in such detail as reasonably required by the Administrative AgentMajority Lenders, and (v) attached to the certificate is a list of its the Obligors' Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any material change in working interest or net revenue interest in its the Obligors' Oil and Gas Properties occurring and the reason for such change, . (vid) attached Upon any such redetermination the Obligors shall furnish to the certificate is a list of all Persons disbursing proceeds to U.S. Agent production reports and general and administrative cost summaries by lease for the Obligors from their Oil and Gas Properties, and (vii) all of the Obligors' Oil and Gas Properties evaluated by such included in the most recent Reserve Report are Mortgaged Property except as set forth on a schedule attached Report, which reports shall include quantities or volume of production, revenue, realized product prices, operating expenses, taxes, capital expenditures and lease operating costs which have accrued to the certificateObligors' accounts in such period, and such other information with respect thereto as the U.S. Agent may reasonable request.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled the First Borrowing Base Redetermination Determination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007, the Borrower shall furnish to the Administrative Agent a Reserve Report prepared as of December 1, 1998 or later (the "First Reserve Report") and as provided in clause 7.07(b) below. (b) On January 31, 1999 and not less than 30 days prior to each Scheduled Redetermination Date thereafter, commencing with the Lenders Scheduled Redetermination Date to occur on September 30, 1999, the Borrower shall furnish to the Agent a Reserve Report. The Reserve Reports delivered in connection with Report furnished for the September 30 Scheduled Redetermination Date shall be prepared as of the preceding July 1 and the Reserve Report furnished for the March Scheduled Redetermination Date (as well as the Reserve Report furnished on January 31, 1999) shall be prepared as of the preceding January 1. The Reserve Report furnished on January 31, 1999 and the January 1 Reserve Report of each March 15 Scheduled Borrowing Base Redeterminationyear beginning January 1, commencing March 15, 2007, 2000 shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the First Reserve Reports delivered in connection with Report and the July 1 Reserve Report of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer or Vice President of Operations of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination First Reserve Report or January 1 Reserve Report, as appropriate. At Borrower's option, the July 1 Reserve Report of each year may instead consist of a report from the independent petroleum engineers referred to above on any new well▇ ▇▇▇ a roll-forward by Borrower on any well▇ ▇▇▇viously reported on. (bc) In the event of an unscheduled redeterminationaddition, the Borrower shall furnish to the Administrative Agent copies of any additional Reserve Reports (other than those specified in Sections 7.07(a) and (b) above) that Borrower or any of its Subsidiaries deliver to the Senior Loan Agent or Senior Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentSenior Loan Documents. (cd) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, Agent: (i) a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained most recently delivered Reserve Report does not in the Reserve Report belief of such officer and any other based upon information delivered in connection therewith is true the Borrower's possession, materially overstate the oil and correctgas reserves of the Borrower and the Subsidiaries as a whole bearing in mind that reserves are evaluated based upon estimates and assumptions with respect to which reasonable minds of competent engineers may differ, (ii) the Obligors and the Partnerships own good and marketable 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, (iii) except as set forth in such Reserve Report or on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment thereforviolate Section 8.14, (iviii) none of Obligor’s or and the Partnerships’ Oil and Gas Properties its proved Hydrocarbon Interests have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties proved Hydrocarbon Interests sold and in such detail as reasonably required by the Administrative Agent, (viv) attached to the certificate is a list of its Oil and Gas Properties proved Hydrocarbon Interests 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 reason for such changeHydrocarbon Interests occurring, (viv) at the Agent's request, attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower from their Oil and Gas Properties, and (vii) all of the its Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property and (vi) except as set forth on a schedule attached to the certificatecertificate all of the proved Hydrocarbon Interests evaluated by such Reserve Report are Mortgaged Property; and (ii) a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects (i) the representations of the Borrower in Section 4.10 are true and correct and apply to the Hydrocarbon Interests evaluated in the Reserve Report that are described in the Mortgage and (ii) the Borrower has, with respect to those material Hydrocarbon Interests that are evaluated in the most recently delivered Reserve Report, but that are not covered by a Mortgage, conducted overall title due diligence that, in all material respects, equals or exceeds industry standards given the applicable facts and circumstances. (e) In addition to the foregoing, on August 30, 1998, the Borrower shall furnish to the Agent a Reserve Report prepared as of July 1, 1998, by or under the supervision of the chief engineer or Vice President of Operations of the Borrower who shall certify such Reserve Report to have been prepared in accordance with the procedures used in the immediately preceding Initial Reserve Report. (f) Notwithstanding the foregoing, so long as there is a Senior Credit Agreement in effect which requires the semi-annual delivery to the Senior Lenders of reserve reports evaluating the Borrower's and its Subsidiaries' Oil and Gas Properties, delivering the Agent and Noteholders with a copy of each such reserve report and any accompanying officer's certificate (certified to Agent and the Noteholders) required thereunder shall satisfy the Borrower's obligations under this Section 7.07, so long as such reserve report includes a calculation of reserve value based upon pricing assumptions consistent with Commission reporting requirements at the time.

Engineering Reports. (ai) Not less than 30 An Initial Reserve Report shall be delivered to the Administrative Agent within 45 days prior to each Scheduled after the first day of a Borrowing Base Redetermination Date, commencing with Period. (ii) On or before March 31 of each year the Scheduled Borrowing Base Redetermination Borrower shall furnish to occur on or around March 15, 2007the Administrative Agent a Reserve Report. (iii) In the event of an unscheduled redetermination pursuant to Section 12.17(b)(iii), the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d12.17(b)(iii), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Lenders as soon as possible, but in any event no later than 30 45 days following the receipt of the request by the Administrative Agent. (civ) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower owns good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Borrower's Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its the Borrower's Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (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 the Borrower's Oil and Gas Properties occurring and the reason for such change, and (vi) attached after giving full effect to the certificate is a list of all Persons disbursing proceeds Excepted Liens, the Borrower owns the net interests in production attributable to the Obligors from their Oil Hydrocarbon Interests reflected in such Reserve Report and Gas Properties, and (vii) all the ownership of the such Oil and Gas Properties evaluated by shall not in any material respect obligate the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Property set forth in such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateReport.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15August 1, 20072000, the Borrower and/or the Guarantors shall furnish to the Administrative Agent and the Lenders a Reserve Report. The May 1 Reserve Reports delivered in connection with Report of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the November 1 Reserve Reports delivered in connection with Report of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower Obligors and for which a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding May 1 Reserve Report. (b) In the event of an unscheduled redetermination, the Borrower and/or the Guarantors shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower and/or the Guarantors shall provide such Reserve Report with an “"as of” " date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships Guarantors own good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Guarantors from their Oil and Gas Properties, Properties and (vii) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateProperty.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled the First Borrowing Base Redetermination Determination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared as of December 1, 1998 or later (the "First Reserve Report") and as provided in clause 8.07(b) below. (b) On January 31, 1999 and not less than 30 days prior to each Scheduled Redetermination Date thereafter, commencing with the Scheduled Redetermination Date to occur on September 30, 1999, the Borrower shall furnish to the Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with Report furnished for the September 30 Scheduled Redetermination Date shall be prepared as of the preceding July 1 and the Reserve Report furnished for the March Scheduled Redetermination Date (as well as the Reserve Report furnished on January 31, 1999) shall be prepared as of the preceding January 1. The Reserve Report furnished on January 31, 1999 and the January 1 Reserve Report of each March 15 Scheduled Borrowing Base Redeterminationyear beginning January 1, commencing March 15, 2007, 2000 shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the First Reserve Reports delivered in connection with Report and the July 1 Reserve Report of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer or Vice President of Operations of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination First Reserve Report or January 1 Reserve Report, as appropriate. At Borrower's option, the July 1 Reserve Report of each year may instead consist of a report from the independent petroleum engineers referred to above on any new well▇ ▇▇▇ a roll- forward by Borrower on any well▇ ▇▇▇viously reported on. (bc) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Majority Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentAgent on behalf of the Lenders. (cd) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, : (e) In addition to the best of his knowledge foregoing, on August 30, 1998, the Borrower shall furnish to the Agent and in all material respects: (i) the information contained in the Lenders a Reserve Report and any other information delivered in connection therewith is true and correctprepared as of July 1, (ii) 1998, by or under the Obligors and supervision of the Partnerships own good and marketable title to chief engineer or Vice President of Operations of the Oil and Gas Properties evaluated in Borrower who shall certify such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Oil and Gas Properties have been sold since prepared in accordance with the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and procedures used in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately prior preceding Initial Reserve Report and a list showing any change in working interest or net revenue interest in its Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateReport.

Engineering Reports. (ai) Not less than 30 days prior Prior to May 1 of each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007year, the Borrower shall furnish Counterparty agrees to deliver to the Administrative PV Determination Agent and the Lenders Banks the December 31 Engineering Report as of the immediately preceding December 31. Additionally, upon the request of the PV Determination Agent, the Counterparty agrees to deliver to the PV Determination Agent an Unaudited Report that is the same as such December 31 Engineering Report, except that such Unaudited Report will be based on the pricing assumptions specified by the PV Determination Agent. (ii) For each Unscheduled Redetermination initiated by the Counterparty pursuant to Section 2.6(e)(i), the Counterparty agrees to deliver to the PV Determination Agent an Unaudited Report, as of a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) date reasonably acceptable to the Administrative Counterparty and the PV Determination Agent; provided that if such Unscheduled Redetermination was initiated pursuant to Section 2.6(e)(i)(1) and the acquired Proved Reserves have a fair market value, in the aggregate, equal to or greater than $300 million, an Acquired Reserves Engineering Report, as of such date, covering the acquired Proved Reserves must be delivered to the PV Determination Agent with such Unaudited Report. The Reserve Reports delivered in connection with For each September 15 Scheduled Borrowing Base RedeterminationUnscheduled Redetermination initiated by the Required Banks pursuant to Section 2.6(e)(ii), commencing September 15the Counterparty agrees to deliver to the PV Determination Agent, 2007an Unaudited Report, shall be prepared by or under as of a date reasonably acceptable to the supervision of Counterparty and the chief engineer of PV Determination Agent, covering the Borrower and a Responsible Officer shall certify such Reserve Report to be true and accurate and Proved Reserves that the Counterparty desires to have been prepared in accordance with the procedures used included in the immediately preceding Scheduled Borrowing Base Redetermination Reserve ReportPresent Value determination. (biii) In Concurrently with the event delivery of an unscheduled redeterminationeach Engineering Report, the Borrower shall furnish Counterparty agrees to deliver to the Administrative PV Determination Agent a production report covering the net production of oil and the Lenders a Reserve Report prepared by or under the supervision gas of the chief engineer Credit Party Entities, which report shall include quantities or volumes of production, realized product prices, operating expenses, taxes, capital expenditures and such other information as the Obligors together with PV Determination Agent may reasonably request and covering the certificate of a Responsible Officer who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with one year period ending on the procedures used in the immediately preceding Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentEngineering Report being delivered with such production report. (civ) With Concurrently with the delivery of each Reserve Engineering Report, the Borrower shall provide, or cause Counterparty agrees to be provided, deliver to the Administrative Agent and the LendersPV Determination Agent, a certificate from a Responsible an Authorized Officer certifying of the Counterparty that, to the best of his knowledge and in all material respects: , (i) the oil and natural gas reserves information set forth in such Engineering Report was estimated using generally accepted engineering and evaluation principles and is reasonable in the aggregate by basin, and any factual information contained in the Reserve reports delivered with such Engineering Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own a Credit Party Entity owns directly good and marketable defensible title (as defined in Section 4.1(m)) to the Oil and Gas Properties Proved Reserves evaluated in such Reserve Engineering Report and such Properties are free of all Liens except for Liens permitted not prohibited by Section 9.035.2(a), (iii) except as set forth on an exhibit to in the certificatecertificate or in the Engineering Report, on a net basis there are no material (with such materiality determined in relation to the total reserve base included in such Engineering Report) gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties the Proved Reserves evaluated in such Reserve Engineering Report which would require any Obligor Credit Party Entity to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ no Oil and Gas Properties have been sold disposed by any Credit Party Entity since the date of the last Borrowing Base Present Value determination except as permitted by the terms of this Agreement or, in any material respect, been destroyed or damaged (except to the extent covered by insurance and except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agentcertificate), (v) attached to the certificate is a list are statements of its Oil each Credit Party’s outstanding Qualifying H▇▇▇▇▇ and Gas Properties added to Permitted H▇▇▇▇▇ (other than WPX H▇▇▇▇▇), which statements shall include for each Qualifying Hedge and deleted from each such Permitted Hedge (a) the immediately prior Reserve Report and a list showing any change in working interest termination date, (b) the notional amounts or net revenue interest in its Oil and Gas Properties occurring volumes and the reason periods covered by such volumes, and (c) the price to be paid or the basis for calculating the price to be paid by such changeCredit Party and the other Person under such Qualifying Hedge or such Permitted Hedge, as the case may be, for each of the future periods covered by such Qualifying Hedge or such Permitted Hedge, as the case may be, and (vi) attached to the Other Present Value Obligations Amount on the date of such certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as amount set forth on a schedule attached to the in such certificate.

Engineering Reports. (a) Not less than 30 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15April 1, 20072008, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with Report due not less than 30 days prior to April 1 of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports delivered in connection with Report due not less than 30 days prior to October 1 of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower Obligors and for which a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding April 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships Guarantors own good and marketable 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, (iii) 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 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentMajority Lenders, (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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Guarantors from their Oil and Gas Properties, Properties and (vii) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateProperty.

Engineering Reports. (a) Not less than 30 thirty (30) days prior to each Scheduled Borrowing Base semi-annual Redetermination Date, commencing with the Scheduled Borrowing Base Semi-annual Redetermination Date to occur on or around March 15October 31, 20072009, the Borrower shall furnish to the Administrative Agent and the Lenders Lenders, at Borrower’s election, an internally prepared Reserve Report (for each October 31 Redetermination Date, commencing October 31, 2009) and a comprehensive Reserve ReportReport from a reputable independent petroleum engineering firm acceptable to the Agent (for each April 30 Redetermination Date, commencing April 30, 2010), which such Reserve Report shall (i) specify the location, quantity and type of the estimated Proven Reserves attributable to such Oil and Gas Properties, (ii) contain a projection of the rate of production of the Oil and Gas Properties, (iii) contain an estimate of the net operating revenues to be derived from the production and sale of Hydrocarbons from such Proven Reserves, and (iv) take into account any “over-produced” status under gas balancing arrangements. The sole expense of each such Reserve Report shall be borne by the Borrower. The Reserve Reports delivered in connection Reports, to be prepared with an effective date no earlier than January 1 and July 1 of each March 15 Scheduled Borrowing Base Redeterminationyear, commencing March 15no later than the October 31, 20072009, shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007Redetermination Date, shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination Reserve ReportReport as of a date not earlier than February. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Required Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “as of” date as required by the Lenders Agent as soon as possible, but in any event no later than 30 thirty (30) days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower owns good and marketable 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, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay pay, or other prepayments with respect to its Borrower’s Oil and Gas Properties evaluated which (taken together with the imbalances, take or pay, or other prepayments reflected on such exhibit to the certificate) would require Borrower or its Subsidiaries to deliver, in such the aggregate, after netting all over-production and under-production, five percent (5%) or more of total volumes of proved, producing reserves of Hydrocarbons (calculated on an mcf equivalent basis with each barrel of oil being equivalent to six mcf of natural gas) reflected in the initial Reserve Report or the most recent Reserve Report delivered pursuant to this Section 8.07, as the case may be, which would require Borrower and/or any Obligor of its Subsidiaries to deliver from the Oil and Gas Properties of Borrower and its Subsidiaries at some future time without then receiving full payment therefore which would require the Borrower to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefortherefore, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative AgentRequired Lenders, (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 reason for such change, and (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, and (vii) all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate., Eighty Percent Coverage Requirement, as determined by value (Present Value as calculated and determined by the Agent and the Lenders in their sole discretion in accordance with Section 2.08), of the Oil and Gas Properties of the Borrower and its Subsidiaries, is achieved insofar as Mortgaged Property are concerned. 61

Engineering Reports. (a) Not less than 30 forty-five (45) days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15December 1, 20072005, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, Report for the June 1 redetermination shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, Report for the December 1 redetermination shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination proceeding June 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Lenders Agent as soon as possible, but in any event no later than 30 thirty (30) days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other historical information delivered in connection therewith to the preparers of such report is true and correct, (ii) the Obligors Borrower and the Partnerships Active Subsidiaries own good and marketable 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, (iii) except as set forth on an exhibit Exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower or its Subsidiaries to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit Exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower from their its Oil and Gas Properties, Properties and (vii) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificateProperty.

Engineering Reports. (a) Not less than 30 days prior to On or before March 1 of each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007year, the Borrower Obligors shall furnish to the Administrative U.S. Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, shall be Report prepared by certified independent petroleum engineers ▇▇▇▇▇▇▇▇▇▇ & Co., Inc. or other independent petroleum consultant(s) acceptable to the Administrative Agent. The U.S. Agent and on or before September 1 of each year, the Obligors shall furnish to the U.S. Agent and the Lenders a Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, shall be Report prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer who shall certify on behalf of the Obligors such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Scheduled Borrowing Base Redetermination proceeding Reserve ReportReport prepared by ▇▇▇▇▇▇▇▇▇▇ & Co., Inc. or other independent petroleum consultant(s) acceptable to the U.S. Agent. (b) In the event of an unscheduled redetermination, the Borrower Obligors shall furnish to the Administrative Agent and U.S. Agent, with a sufficient number of copies for each of the Lenders Lenders, a Reserve Report prepared by or under the supervision of the chief engineer of the Obligors together with the certificate of a Responsible Officer U.S. Borrower who shall certify on behalf of the Obligors such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve ReportReport prepared by ▇▇▇▇▇▇▇▇▇▇ & Co., Inc. or other independent petroleum consultant(s) acceptable to the U.S. Agent. For any unscheduled redetermination requested by the Majority Lenders or the Borrower Agent pursuant to Section Sections 2.08(d) or (e), the Borrower Obligors shall provide such Reserve Report with an “"as of” " date as required by the Majority Lenders or the Agent, as soon as possibleapplicable, but in any event no later than 30 thirty (30) days following the receipt of the request by the Administrative U.S. Agent. (c) With the delivery of each Reserve Report, the Borrower Obligors shall provide, or cause to be provided, provide to the Administrative U.S. Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own good and marketable 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, (iii) 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 with respect to its their Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and the Partnerships’ Obligors' Oil and Gas Properties have been sold the subject of a Transfer since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its the Obligors' Oil and Gas Properties sold that were the subject of a Transfer during such period and in such detail as reasonably required by the Administrative AgentMajority Lenders, (v) attached to the certificate is a list of its the Obligors' Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any material change in working interest or net revenue interest in its the Obligors' Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors from their Oil and Gas Properties, Properties and (vii) except as set forth on a schedule attached to the certificate all of the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached Properties. (d) Upon any such redetermination the Obligors shall furnish to the certificateU.S. Agent production reports and general and administrative cost summaries by lease for the Obligors' Oil and Gas Properties included in the most recent Reserve Report, which reports shall include quantities or volume of production, revenue, realized product prices, operating expenses, taxes, capital expenditures and lease operating costs which have accrued to the Obligors' accounts in such period, and such other information with respect thereto as the U.S. Agent may reasonable request.

Engineering Reports. (a) Not less than 30 45 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination to occur on or around March 15, 2007, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports Report to be delivered in connection with by May 1 of each March 15 Scheduled Borrowing Base Redetermination, commencing March 15, 2007, year shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Agent and the Reserve Reports Report to be delivered in connection with by November 1 of each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, year shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination May 1 Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer 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 Reserve Report. For any unscheduled redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(d), the Borrower shall provide such Reserve Report with an “"as of” " date as required by the Majority Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative AgentAgent on behalf of the Majority Lenders. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower or each Restricted Subsidiary, as applicable, owns good and marketable 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, (iii) 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 with respect to its the Borrower's or any Restricted Subsidiary's Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor the Borrower or such Restricted Subsidiary to deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s the Borrower's or and the Partnerships’ any Restricted Subsidiary's Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its such Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of its the Borrower's or any Restricted Subsidiary's 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 the Borrower's or any Restricted Subsidiary's Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower or a Restricted Subsidiary from their its Oil and Gas Properties, Properties and (vii) all Schedule B attached to such Reserve Report is a listing of the Oil and Gas Properties evaluated to be considered in the determination of the Borrowing Base. (d) As soon as available and in any event within 60 days after the end of each calendar quarter, the Borrower shall provide production reports and lease operating summaries by such Reserve Report are Mortgaged Property except as set forth on lease for the Borrower's and each Restricted Subsidiary's Oil and Gas Properties subject to a schedule attached Lien in favor of the Agent, which reports shall include quantities or volume of production, revenue, realized product prices, operating expenses, taxes, capital expenditures and lease operating costs which have accrued to the certificateBorrower's or such Restricted Subsidiary's accounts in such period, and such other information with respect thereto as the Agent may reasonably require.

Engineering Reports. (a) Not less than 30 60 days prior to each Scheduled Borrowing Base Redetermination Date, commencing with the Scheduled Borrowing Base Redetermination Date to occur on or around March 15November 1, 20072006, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Reports delivered in connection with Report for the November 1 redetermination of each March 15 Scheduled year shall be for reserves attributable to the Borrowing Base RedeterminationProperties as of the previous July 1, commencing March 15, 2007, and 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 all material respects in accordance with the procedures (other than forecasted product prices) used in the immediately preceding Reserve Report prepared for the prior May 1 Scheduled Redetermination Date. The May 1 Reserve Report of each year shall be for reserves attributable to the Borrowing Base Properties as of the previous January 1, and prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent. The Reserve Reports delivered in connection with each September 15 Scheduled Borrowing Base Redetermination, commencing September 15, 2007, shall be prepared by or under the supervision of the chief engineer of the Borrower and a Responsible Officer 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 Scheduled Borrowing Base Redetermination Reserve Report. (b) In the event of an unscheduled 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 Obligors together with the certificate of a Responsible Officer Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in all material respects in accordance with the procedures (other than forecasted product prices) used in the immediately preceding Reserve Report. For any unscheduled redetermination requested by the Majority Lenders or the Borrower pursuant to Section 2.08(d)), the Borrower shall provide such Reserve Report with an “as of” date as required by the Majority Lenders as soon as possible, but in any event no later than 30 days following the receipt of the request by the Administrative Agent. (c) With the delivery of each Reserve Report, the Borrower shall provide, or cause to be provided, provide to the Administrative Agent and the Lenders, a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Obligors and the Partnerships own Borrower owns good and marketable 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 9.039.02, (iii) 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 with respect to its Oil and Gas Borrowing Base Properties evaluated in such Reserve Report which would require any Obligor the Borrower to deliver Hydrocarbons produced from such Oil and Gas Borrowing Base Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of Obligor’s or and its Borrowing Base Properties listed in the Partnerships’ Oil and Gas Properties immediately prior Reserve Report as having proved reserves have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas such Borrowing Base Properties sold and in such detail as reasonably required by the Administrative 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 reason for such change, (vi) attached to the certificate is a list of all Persons disbursing proceeds to the Obligors Borrower from their Oil and Gas Properties, and (vii) all of the its Mortgaged Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property and (vi) except as set forth on a schedule attached to the certificatecertificate all of the Borrowing Base Properties evaluated by such Reserve Report are Mortgaged Oil and Gas Properties.