Common use of Title Information and Cure Clause in Contracts

Title Information and Cure. (a) Within 60 days after the delivery to Agent and the Banks of each Oil and Gas Reserve Report required by Section 5.6, the Borrower shall deliver title information (provided that no title opinions shall be required) in form and substance reasonably acceptable to Agent covering enough of the Oil and Gas Properties evaluated by such Oil and Gas Reserve Report that were not included in the immediately preceding Oil and Gas Reserve Report, so that Agent shall have received, together with title information previously delivered to Agent, reasonably satisfactory title information on at least 80% of the Oil and Gas Property Value. (b) Within 60 days after notice from Agent that title defects or exceptions (including defects or exceptions as to priority, but excluding Permitted Borrowing Base Liens) exist with respect to any Oil and Gas Properties, the Borrower shall either (i) cure any such title defects or exceptions, (ii) substitute acceptable Mortgaged Properties having an equivalent or greater value with no title defects or exceptions other than Permitted Borrowing Base Liens or (iii) deliver title information (provided that no title opinions shall be required) in form and substance acceptable to Agent so that Agent shall have received, together with title information previously delivered to Agent, satisfactory title information on at least 80% of the Oil and Gas Property Value. (c) If Borrower is unable to cure any title defect requested by Agent to be cured within the 60-day period referred to in subsection (b) above or Borrower does not comply with the requirements to provide acceptable title information covering 80% of the Oil and Gas Property Value in accordance with subsection (b) above, such failure shall not be an Event of Default, but instead Agent shall have the right to exercise the following remedy in its sole discretion from time to time while such condition persists, and any failure to so exercise this remedy at any such time shall not be a waiver as to future exercise of the remedy by Agent or the Banks. To the extent that Agent is not satisfied with title to any Mortgaged Property after the 60-day period has elapsed, such unacceptable Mortgaged Property shall not count towards the 80% requirement, and Agent may send a notice to Borrower and the Banks that the then outstanding Borrowing Base shall be reduced by 50% of the value given to such unacceptable Mortgaged Property in the most recently delivered Oil and Gas Reserve Report.

Title Information and Cure. (a) Within 60 days after the delivery to the Agent and the Banks of each Oil and Gas Reserve Report required by Section 5.6, the Borrower shall deliver title information (provided that no title opinions shall be required) in form and substance reasonably acceptable to the Agent covering enough of the Oil and Gas Properties evaluated by such Oil and Gas Reserve Report that were not included in the immediately preceding Oil and Gas Reserve Report, so that the Agent shall have received, together with title information previously delivered to the Agent, reasonably satisfactory title information on at least 8095% of the Aggregate Oil and Gas Property Value. (b) Within 60 days after notice from the Agent that title defects or exceptions (including defects or exceptions as to priority, but excluding Permitted Borrowing Base Liens) exist with respect to any Oil and Gas PropertiesProperties such that the Agent no longer has reasonably satisfactory title information on at least 95% of the Aggregate Oil and Gas Property Value, then the Borrower shall either do one or a combination of the following so that the Agent shall have received, together with title information previously delivered to the Agent, satisfactory title information on at least 95% of the Aggregate Oil and Gas Property Value: (i) cure any such title defects or exceptions, (ii) substitute acceptable Mortgaged Oil and Gas Properties having an equivalent or greater value with no title defects or exceptions other than Permitted Borrowing Base Liens or (iii) deliver title information (provided that no title opinions shall be required) in form and substance acceptable to Agent so that Agent shall have received, together with title information previously delivered to the Agent, satisfactory title information on at least 80% of the Oil and Gas Property Value. (c) If the Borrower is unable to cure any title defect requested by Agent to be cured within the 60-day period referred to in subsection clause (b) above or the Borrower does not comply with the requirements to provide acceptable title information covering 8095% of the Aggregate Oil and Gas Property Value in accordance with subsection clause (b) above, such failure shall not be an Event of Default, but instead the Agent shall have the right to exercise the following remedy in its sole discretion from time to time while such condition persists, and any failure to so exercise this remedy at any such time shall not be a waiver as to future exercise of the remedy by Agent or the Banks. To the extent that the Agent is not satisfied with title to any Mortgaged Property after the 60-day period has elapsed, such unacceptable Mortgaged Property shall not count towards the 8095% requirement, and the Agent may send a notice to the Borrower and the Banks that the then outstanding Borrowing Base shall be reduced by 50% of the value given to such unacceptable Mortgaged Property in the most recently delivered Oil and Gas Reserve Report.

Title Information and Cure. (a) Within 60 days after the delivery to the Agent and the Banks of each Oil and Gas Reserve Report required by Section 5.6, the Borrower shall deliver title information (provided that no title opinions shall be required) in form and substance reasonably acceptable to the Agent covering enough of the Oil and Gas Properties evaluated by such Oil and Gas Reserve Report that were not included in the immediately preceding Oil and Gas Reserve Report, so that the Agent shall have received, together with title information previously delivered to the Agent, reasonably satisfactory title information on at least 80% of the Aggregate Oil and Gas Property Value; provided that, to the extent it is not possible or is impractical for the Borrower to satisfy such 80% requirement without delivering title information covering Oil and Gas Properties located in the Marcellus Shale, the 60-day deadline set forth above shall be extended by an additional 60 days, but only with respect to the Oil and Gas Properties located in the Marcellus Shale. (b) Within 60 days after notice from the Agent that title defects or exceptions (including defects or exceptions as to priority, but excluding Permitted Borrowing Base Liens) exist with respect to any Oil and Gas PropertiesProperties such that the Agent no longer has reasonably satisfactory title information on at least 80% of the Aggregate Oil and Gas Property Value, then the Borrower shall either do one or a combination of the following so that the Agent shall have received, together with title information previously delivered to the Agent, satisfactory title information on at least 80% of the Aggregate Oil and Gas Property Value: (i) cure any such title defects or exceptions, (ii) substitute acceptable Mortgaged Oil and Gas Properties having an equivalent or greater value with no title defects or exceptions other than Permitted Borrowing Base Liens or (iii) deliver title information (provided that no title opinions shall be required) in form and substance acceptable to Agent so that Agent shall have received, together with title information previously delivered to the Agent, satisfactory title information on at least 80% of the Oil and Gas Property Value. (c) If the Borrower is unable to cure any title defect requested by Agent to be cured within the 60-day period referred to in subsection (b) above or the Borrower does not comply with the requirements to provide acceptable title information covering 80% of the Aggregate Oil and Gas Property Value in accordance with subsection (b) above, such failure shall not be an Event of Default, but instead the Agent shall have the right to exercise the following remedy in its sole discretion from time to time while such condition persists, and any failure to so exercise this remedy at any such time shall not be a waiver as to future exercise of the remedy by Agent or the Banks. To the extent that the Agent is not satisfied with title to any Mortgaged Property after the 60-day period has elapsed, such unacceptable Mortgaged Property shall not count towards the 80% requirement, and the Agent may send a notice to the Borrower and the Banks that the then outstanding Borrowing Base shall be reduced by 50% of the value given to such unacceptable Mortgaged Property in the most recently delivered Oil and Gas Reserve Report.

Title Information and Cure. (a) Within 60 days after the delivery to Agent and the Banks of each Oil and Gas Reserve Report required by Section 5.6, the Borrower shall deliver title information (provided that no title opinions shall be required) in form and substance reasonably acceptable to Agent covering enough of the Oil and Gas Properties evaluated by such Oil and Gas Reserve Report that were not included in the immediately preceding Oil and Gas Reserve Report, so that Agent shall have received, together with title information previously delivered to Agent, reasonably satisfactory title information on at least 80% of the Oil and Gas Property Value; provided that, to the extent it is not possible or is impractical for the Borrower to satisfy such 80% requirement without delivering title information covering Oil and Gas Properties located in the Marcellus Shale, the 60-day deadline set forth above shall be extended by an additional 60 days, but only with respect to the Oil and Gas Properties located in the Marcellus Shale. (b) Within 60 days after notice from Agent that title defects or exceptions (including defects or exceptions as to priority, but excluding Permitted Borrowing Base Liens) exist with respect to any Oil and Gas PropertiesProperties such that Agent no longer has reasonably satisfactory title information on at least 80% of the Oil and Gas Property Value, then the Borrower shall either do one or a combination of the following so that Agent shall have received, together with title information previously delivered to Agent, satisfactory title information on at least 80% of the Oil and Gas Property Value: (i) cure any such title defects or exceptions, (ii) substitute acceptable Mortgaged Oil and Gas Properties having an equivalent or greater value with no title defects or exceptions other than Permitted Borrowing Base Liens or (iii) deliver title information (provided that no title opinions shall be required) in form and substance acceptable to Agent so that Agent shall have received, together with title information previously delivered to Agent, satisfactory title information on at least 80% of the Oil and Gas Property Value. (c) If Borrower is unable to cure any title defect requested by Agent to be cured within the 60-day period referred to in subsection (b) above or Borrower does not comply with the requirements to provide acceptable title information covering 80% of the Oil and Gas Property Value in accordance with subsection (b) above, such failure shall not be an Event of Default, but instead Agent shall have the right to exercise the following remedy in its sole discretion from time to time while such condition persists, and any failure to so exercise this remedy at any such time shall not be a waiver as to future exercise of the remedy by Agent or the Banks. To the extent that Agent is not satisfied with title to any Mortgaged Property after the 60-day period has elapsed, such unacceptable Mortgaged Property shall not count towards the 80% requirement, and Agent may send a notice to Borrower and the Banks that the then outstanding Borrowing Base shall be reduced by 50% of the value given to such unacceptable Mortgaged Property in the most recently delivered Oil and Gas Reserve Report.