Common use of Title Data Clause in Contracts

Title Data. (a) Within 30 days after the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 6.10, the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Borrowing Base Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on at least (i) 80% of the total Engineered Value of the Direct Interests included in the Borrowing Base Properties that are required to be subject to a Mortgage pursuant to Section 6.11 and (ii) from and after November 1, 2013, 80% of the total Engineered Value of the Direct Interests included in the Borrowing Base Properties that are classified as proved developed nonproducing reserves and proved developed producing reserves evaluated by such Reserve Report. (b) If title information for additional Properties has been provided under Section 6.12(a), the Borrower shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties that are not permitted by Section 7.02, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority), (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions (other than Liens which are permitted by Section 7.02) having an equivalent value or (iii) deliver title information in form and substance reasonably acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information to comply with clause (a) above. (c) If any title defect or exception identified by the Administrative Agent pursuant to a notice to the Borrower as described in Section 6.12(b) cannot be cured or the Borrower does not substitute acceptable Mortgaged Properties or the Borrower does not comply with the requirement to provide acceptable title information provided for in clause (a) above, in each case within the 60-day period described in Section 6.12(b), such default shall not be a Default, but instead the Administrative Agent and/or the Required Lenders shall have the right to exercise the remedy described in the immediately succeeding sentence in their sole discretion from time to time, and any failure to so exercise such remedy at any time shall not be a waiver as to any future exercise of such remedy by the Administrative Agent or the Lenders. To the extent that the Administrative Agent or the Required Lenders are not satisfied with title to any Mortgaged Property after the 60-day period described in Section 6.12(b) has elapsed, such Mortgaged Property shall not count towards the title requirement provided for in clause (a) above and shall be deemed not to have been included in the most recently delivered Reserve Report, and the Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide satisfactory title information on the value of the Direct Interests included in the Borrowing Base Properties evaluated by the most recently delivered Reserve Report as required in clause (a) above. This new Borrowing Base shall become effective immediately after receipt of such notice.

Title Data. (a) Within 30 days (or such longer time period as acceptable to the Administrative Agent in its sole discretion) after the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 6.10, the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Borrowing Base Properties Oil and Gas Interests evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on at least ninety percent (i90%) 80% of the total Engineered Minimum Mortgaged Value of the Direct Oil and Gas Interests included in the Borrowing Base Properties that are required to be subject to a Mortgage pursuant to Section 6.11 and (ii) from and after November 1, 2013, 80% of the total Engineered Value of the Direct Interests included in the Borrowing Base Properties that are classified as proved developed nonproducing reserves and proved developed producing reserves evaluated by such Reserve Report. (b) If title information for additional Properties has been provided under Section 6.12(a), the Borrower shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties that are not permitted by Section 7.02, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority), (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions (other than Liens which are permitted by Section 7.02) having an equivalent value or (iii) deliver title information in form and substance reasonably acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information to comply with clause on at least ninety percent (a90%) aboveof the Minimum Mortgaged Value of the Oil and Gas Interests evaluated by such Reserve Report. (c) If any title defect or exception identified by the Administrative Agent pursuant to a notice to the Borrower as described in Section 6.12(b) cannot be cured or the Borrower does not substitute acceptable Mortgaged Properties or the Borrower does not comply with the requirement to provide acceptable title information provided for covering at least ninety percent (90%) of the Minimum Mortgaged Value of the Oil and Gas Interests evaluated in clause (a) abovethe most recent Reserve Report, in each case within the 60-day period described in Section 6.12(b), such default shall not be a Default, but instead the Administrative Agent and/or the Required Revolving Lenders shall have the right to exercise the remedy described in the immediately succeeding sentence in their sole discretion from time to time, and any failure to so exercise such remedy at any time shall not be a waiver as to any future exercise of such remedy by the Administrative Agent or the Lenders. To the extent that the Administrative Agent or the Required Revolving Lenders are not satisfied with title to any Mortgaged Property after the 60-day period described in Section 6.12(b) has elapsed, such Mortgaged Property shall not count towards the percentage of the Minimum Mortgaged Value for satisfactory title requirement provided for in clause (a) above information and shall be deemed not to have been included in the most recently delivered Reserve Report, and the Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Revolving Lenders to cause the Borrower to be in compliance with the requirement to provide satisfactory title information on the value ninety percent (90%) of the Direct Minimum Mortgaged Value of the Oil and Gas Interests included in the Borrowing Base Properties evaluated by the most recently delivered Reserve Report as required in clause (a) aboveReport. This new Borrowing Base shall become effective immediately after receipt of such notice.

Title Data. (a) Within As soon as practicable, but in any event within 30 days after the delivery to date hereof, Borrower shall (or shall cause the applicable Credit Party to) deliver Administrative Agent and or its counsel title information on at least Borrowing Base Properties evaluated in the Lenders of each Initial Reserve Report required comprising the Minimum Collateral Amount satisfactory to Administrative Agent or its counsel. (b) In connection with Borrower’s requirements to provide title information for Borrowing Base Properties in accordance with Section 8.4(a), Borrower shall, within 15 days of notice from Administrative Agent that title defects or exceptions (other than Immaterial Title Deficiencies) exist with respect to such Borrowing Base Properties, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 6.109.3 raised by such information, the Borrower will (ii) substitute acceptable Mineral Interests with no title defects or exceptions (except for Permitted Encumbrances and/or Immaterial Title Deficiencies) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Borrowing Base Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on at least (i) 80% of the total Engineered Value of the Direct Interests included in the Borrowing Base Properties that are required to be subject to a Mortgage pursuant to Section 6.11 and (ii) from and after November 1, 2013, 80% of comprising the total Engineered Value of the Direct Interests included Minimum Collateral Amount evaluated in the Borrowing Base Properties that are classified as proved developed nonproducing reserves and proved developed producing reserves evaluated by such Initial Reserve Report. (bc) If Borrower or any other Credit Party has provided title information for additional Properties has been provided Mineral Interests under Section 6.12(a5.1(c), the Borrower shallshall (or shall cause such other Credit Party to), within 60 days of notice from the Administrative Agent that title defects or exceptions (other than Immaterial Title Deficiencies) exist with respect to such additional Properties that are not permitted by Section 7.02Mineral Interests, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority)) which are not permitted by Section 9.3 raised by such information, (ii) substitute acceptable Mortgaged Properties Mineral Interests with no title defects or exceptions (other than Liens which are permitted by Section 7.02except for Permitted Encumbrances and/or Immaterial Title Deficiencies) having an equivalent value or (iii) deliver title information in form and substance reasonably acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information to comply with clause (a) aboveon the Borrowing Base Properties comprising the Minimum Collateral Amount evaluated by such Reserve Report. (cd) If Borrower (i) does not (or does not cause the applicable Credit Party to) comply with Section 8.4(a), (ii) is unable (or is unable to cause the applicable Credit Party) to cure any title defect or exception identified requested by the Administrative Agent or Banks to be cured within the 15-day period or 60-day period, as applicable, pursuant to a notice to the Borrower as described in this Section 6.12(b8.4, or (iii) cannot be cured or the Borrower does not substitute acceptable Mortgaged Properties (or the Borrower does not cause the applicable Credit Party to) comply with the requirement requirements to provide acceptable title information provided for on the Borrowing Base Properties comprising the Minimum Collateral Amount evaluated in clause (a) abovethe most recent Reserve Report, then in each any case within the 60-day period described in Section 6.12(b), such default shall not be a Default, but instead the Administrative Agent and/or the Required Lenders Banks shall have the right to exercise the following remedy described in the immediately succeeding sentence in their sole discretion from time to time, and any failure to so exercise such this remedy at any time shall not be a waiver as to any future exercise of such the remedy by the Administrative Agent or the LendersBanks. To the extent that the Administrative Agent or the Required Lenders Banks are not satisfied with title to any Mortgaged Borrowing Base Property after the 15-day period has elapsed or any Mineral Interest after the 60-day period described in Section 6.12(b) has elapsed, as the case may be such Mortgaged unacceptable Borrowing Base Property or Mineral Interest, as applicable, shall not count towards the title requirement provided for in clause (a) above and shall be deemed not to have been included in the most recently delivered Reserve ReportMinimum Collateral Amount, and the Administrative Agent may send a notice to the Borrower and the Lenders Banks that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Lenders Banks to cause the Borrower to be in compliance with the requirement to provide satisfactory acceptable title information on the value of the Direct Interests included in the Borrowing Base Properties evaluated by comprising the most recently delivered Reserve Report as required in clause (a) aboveMinimum Collateral Amount. This new Borrowing Base shall become effective immediately after receipt of such notice. (e) In addition to the title information required by Section 5.1(c) and this Section 8.4, Borrower shall, upon the request of Required Banks, cause to be delivered to Administrative Agent such title opinions and other information regarding title to Mineral Interests owned by any Credit Party as are appropriate to determine the status thereof; provided, however, that, Banks may not require the Credit Parties to furnish title opinions (except pursuant to Section 5.1(c)) unless (i) an Event of Default shall have occurred and be continuing, or (ii) Required Banks have reason to believe that there is a defect in or encumbrance upon any such Credit Party’s title to such Mineral Interests that is not a Permitted Encumbrance or an Immaterial Title Deficiency.

Title Data. (a) Within 30 days (or such longer time period as acceptable to the Administrative Agent in its sole discretion) after the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 6.10, the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Borrowing Base Properties Oil and Gas Interests evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on at least eighty-five (i85%) 80% of the total Engineered Value of the Direct Interests included in the Borrowing Base Properties that are required to be subject to a Mortgage pursuant to Section 6.11 and (iithe “Minimum Mortgaged Value”) from and after November 1, 2013, 80% of the total Engineered Value of the Direct Oil and Gas Interests included in the Borrowing Base Properties that are classified as proved developed nonproducing reserves and proved developed producing reserves evaluated by such Reserve Report. (b) If title information for additional Properties has been provided under Section 6.12(a6.11(a), the Borrower shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties that are not permitted by Section 7.02, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority), (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions (other than Liens which are permitted by Section 7.02) having an equivalent value or (iii) deliver title information in form and substance reasonably acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information to comply with clause (a) aboveon at least the Minimum Mortgaged Value. (c) If any title defect or exception identified by the Administrative Agent pursuant to a notice to the Borrower as described in Section 6.12(b6.11(b) cannot be cured or the Borrower does not substitute acceptable Mortgaged Properties or the Borrower does not comply with the requirement to provide acceptable title information provided for in clause (a) abovecovering at least the Minimum Mortgaged Value, in each case within the 60-day period described in Section 6.12(b6.11(b), such default shall not be a Default, but instead the Administrative Agent and/or the Required Lenders shall have the right to exercise the remedy described in the immediately succeeding sentence in their sole discretion from time to time, and any failure to so exercise such remedy at any time shall not be a waiver as to any future exercise of such remedy by the Administrative Agent or the Lenders. To the extent that the Administrative Agent or the Required Lenders are not satisfied with title to any Mortgaged Property after the 60-day period described in Section 6.12(b6.11(b) has elapsed, such Mortgaged Property shall not count towards the percentage of the Minimum Mortgaged Value for satisfactory title requirement provided for in clause (a) above information and shall be deemed not to have been included in the most recently delivered Reserve Report, and the Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide satisfactory title information on the value of the Direct Interests included in the Borrowing Base Properties evaluated by the most recently delivered Reserve Report as required in clause (a) aboveMinimum Mortgaged Value. This new Borrowing Base shall become effective immediately after receipt of such notice.

Title Data. (a) Within 30 days after the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 6.105.11, the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Borrowing Base Oil and Gas Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on at least (i) 80% of the total Engineered Value of the Direct Interests included in the Borrowing Base Oil and Gas Properties that are required to be subject to a Mortgage pursuant to Section 6.11 and (ii) from and after November 1, 2013, 80% of the total Engineered Value of the Direct Interests included in the Borrowing Base Properties that are classified as proved developed nonproducing reserves and proved developed producing reserves evaluated by such Reserve Report. (b) If title information for additional Properties has been provided under Section 6.12(a5.12(a), the Borrower shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties that are not permitted by Section 7.026.02, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority), (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions (other than Liens which are permitted by Section 7.026.02) having an equivalent value or (iii) deliver title information in form and substance reasonably acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information to comply with clause (a) aboveon at least 80% of the total Engineered Value of the Oil and Gas Properties evaluated by such Reserve Report. (c) If any title defect or exception identified by the Administrative Agent pursuant to a notice to the Borrower as described in Section 6.12(b5.12(b) cannot be cured or the Borrower does not substitute acceptable Mortgaged Properties or the Borrower does not comply with the requirement to provide acceptable title information provided for covering 80% of the total Engineered Value of the Oil and Gas Properties evaluated in clause (a) abovethe most recent Reserve Report, in each case within the 60-day period described in Section 6.12(b5.12(b), such default shall not be a Default, but instead the Administrative Agent and/or the Required Lenders shall have the right to exercise the remedy described in the immediately succeeding sentence in their sole discretion from time to time, and any failure to so exercise such remedy at any time shall not be a waiver as to any future exercise of such remedy by the Administrative Agent or the Lenders. To the extent that the NRP Oil and Gas LLC - Credit Agreement – Page 76 Administrative Agent or the Required Lenders are not satisfied with title to any Mortgaged Property after the 60-day period described in Section 6.12(b5.12(b) has elapsed, such Mortgaged Property shall not count towards the 80% title requirement provided for in clause (a) above and shall be deemed not to have been included in the most recently delivered Reserve Report, and the Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide satisfactory title information on 80% of the value of the Direct Interests included in the Borrowing Base Oil and Gas Properties evaluated by the most recently delivered Reserve Report as required in clause (a) aboveReport. This new Borrowing Base shall become effective immediately after receipt of such notice.

Title Data. (a) Within 30 days after the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 6.105.11, the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Borrowing Base Oil and Gas Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on at least (i) 80% of the total Engineered Value of the Direct Interests included in the Borrowing Base Oil and Gas Properties that are required to be subject to a Mortgage pursuant to Section 6.11 and (ii) from and after November 1, 2013, 80% of the total Engineered Value of the Direct Interests included in the Borrowing Base Properties that are classified as proved developed nonproducing reserves and proved developed producing reserves evaluated by such Reserve Report. (b) If title information for additional Properties has been provided under Section 6.12(a5.12(a), the Borrower shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties that are not permitted by Section 7.026.02, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority), (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions (other than Liens which are permitted by Section 7.026.02) having an equivalent value or (iii) deliver title information in form and substance reasonably acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information to comply with clause (a) aboveon at least 80% of the total Engineered Value of the Oil and Gas Properties evaluated by such Reserve Report. (c) If any title defect or exception identified by the Administrative Agent pursuant to a notice to the Borrower as described in Section 6.12(b5.12(b) cannot be cured or the Borrower does not substitute acceptable Mortgaged Properties or the Borrower does not comply with the requirement to provide acceptable title information provided for covering 80% of the total Engineered Value of the Oil and Gas Properties evaluated in clause (a) abovethe most recent Reserve Report, in each case within the 60-day period described in Section 6.12(b5.12(b), such default shall not be a Default, but instead the Administrative Agent and/or the Required Lenders shall have the right to exercise the remedy described in the immediately succeeding sentence in their sole discretion from time to time, and any failure to so exercise such remedy at any time shall not be a waiver as to any future exercise of such remedy by the Administrative Agent or the Lenders. To the extent that the Administrative Agent or the Required Lenders are not satisfied with title to any Mortgaged Property after the 60-day period described in Section 6.12(b5.12(b) has elapsed, such Mortgaged Property shall not count towards the 80% title requirement provided for in clause (a) above and shall be deemed not to have been included in the most recently delivered Reserve Report, and the Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide satisfactory title information on 80% of the value of the Direct Interests included in the Borrowing Base Oil and Gas Properties evaluated by the most recently delivered Reserve Report as required in clause (a) aboveReport. This new Borrowing Base shall become effective immediately after receipt of such notice.