Common use of Title Information Clause in Contracts

Title Information. At any time Borrower or any of its Restricted Subsidiaries are required to execute and deliver Mortgages to Administrative Agent pursuant to Section 5.1, Borrower shall also deliver to Administrative Agent (a) such evidence of title (including but not limited to any title opinions available to Borrower) as Administrative Agent shall reasonably require to verify Borrower’s or any such Restricted Subsidiary’s (as applicable) title to an appropriate portion of Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that to the extent the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than 80% of the Recognized Value of all of Borrower’s and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall reasonably require to address the validity and perfection of the Liens created by such Mortgages. If Borrower fails to provide title information requested under this Section 5.2 within a 90-day period following a request therefor or if Borrower fails to cure any title defect requested by Administrative Agent or the Banks to be cured within a 90-day period following such request, such failure shall not be a Default, but instead Administrative Agent and/or the Required Banks shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by Administrative Agent or the Banks. To the extent that Administrative Agent or the Required Banks are not satisfied with title to any Mineral Interest after the 90-day period has elapsed, Administrative Agent may send a notice to Borrower and the Banks that the then outstanding Borrowing Base shall be reduced by an amount reasonably determined by the Required Banks in light of such failure to be in compliance with the title requirement set forth in clause (a) of the first sentence of this Section 5.2. This new Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be cured in accordance with Section 4.4.

Title Information. At any time Borrower or any of its Restricted Subsidiaries are required to execute and deliver Mortgages to Administrative Agent pursuant to Section 5.1, Borrower shall also deliver to Administrative Agent (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 2.8, the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Oil and Gas Properties evaluated by such evidence of title (including but Reserve Report that were not limited to any title opinions available to Borrower) as included in the immediately preceding Reserve Report, so that the Administrative Agent shall be reasonably require satisfied with the status of title to verify Borrower’s the Oil and Gas Properties evaluated by such Reserve Report. If the Borrower has provided title information for additional Properties under the preceding sentence, the Borrower shall, within 90 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such Restricted Subsidiary’s title defects or exceptions (including defects or exceptions as applicableto priority) that are not permitted by Section 7.2.3 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title to defects or exceptions except for Liens permitted by Section 7.2.3 having an appropriate portion of Borrower’s equivalent value or (iii) deliver title information in form and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that substance acceptable to the extent Administrative Agent so that the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than 80% of the Recognized Value of all of Borrower’s and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall be reasonably require satisfied with the status of title to address the validity Oil and perfection of the Liens created Gas Properties evaluated by such MortgagesReserve Report. If the Borrower fails to provide title information requested under this Section 5.2 within a 90-day period following a request therefor or if Borrower fails is unable to cure any title defect requested by the Administrative Agent or the Banks Lenders to be cured within a the 90-day period following such requestor the Borrower does not comply with the requirements to provide acceptable title information to the Oil and Gas Properties evaluated in the most recent Reserve Report or the Borrower fails to take the actions required pursuant to clause (b) below, such failure default shall not be a Default, but instead the Administrative Agent and/or the Required Banks Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the BanksLenders. To the extent that the Administrative Agent or the Required Banks Lenders are not satisfied with title to any Mineral Interest Mortgaged Property after the 90-day period has elapsed, the Administrative Agent may send a notice to the Borrower and the Banks Lenders that the then outstanding Borrowing Base shall be reduced by an amount reasonably amounts as determined by the Required Banks in light of such failure Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title requirement set forth in clause (a) of information to the first sentence of this Section 5.2Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be cured in accordance with Section 4.4notice.

Title Information. At any time Borrower On or any of its Restricted Subsidiaries are required before the delivery to execute and deliver Mortgages to the Administrative Agent pursuant and the Lenders of each Reserve Report required by Section 2.8, the Borrower will deliver title information in form and substance acceptable to Section 5.1, Borrower shall also deliver to the Administrative Agent (a) covering enough of the Oil and Gas Properties evaluated by such evidence of title (including but Reserve Report that were not limited to any title opinions available to Borrower) as included in the immediately preceding Reserve Report, so that the Administrative Agent shall be reasonably require satisfied with the status of title to verify Borrower’s the Oil and Gas Properties evaluated by such Reserve Report. If the Borrower has provided title information for additional Properties under the preceding sentence, the Borrower shall, within 90 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such Restricted Subsidiary’s title defects or exceptions (including defects or exceptions as applicableto priority) that are not permitted by Section 7.2.3 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title to defects or exceptions except for Liens permitted by Section 7.2.3 having an appropriate portion of Borrower’s equivalent value or (iii) deliver title information in form and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that substance acceptable to the extent Administrative Agent so that the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than 80% of the Recognized Value of all of Borrower’s and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall be reasonably require satisfied with the status of title to address the validity Oil and perfection of the Liens created Gas Properties evaluated by such MortgagesReserve Report. If the Borrower fails to provide title information requested under this Section 5.2 within a 90-day period following a request therefor or if Borrower fails is unable to cure any title defect requested by the Administrative Agent or the Banks Lenders to be cured within a the 90-day period following such requestor the Borrower does not comply with the requirements to provide acceptable title information to the Oil and Gas Properties evaluated in the most recent Reserve Report, such failure default shall not be a Default, but instead the Administrative Agent and/or the Required Banks Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the BanksLenders. To the extent that the Administrative Agent or the Required Banks Lenders are not satisfied with title to any Mineral Interest Mortgaged Property after the 90-day period has elapsed, the Administrative Agent may send a notice to the Borrower and the Banks Lenders that the then outstanding Borrowing Base shall be reduced by an amount reasonably amounts as determined by the Required Banks in light of such failure Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title requirement set forth in clause (a) of information to the first sentence of this Section 5.2Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be cured in accordance with Section 4.4notice.

Title Information. At any time Promptly upon request of Administrative Agent, Borrower or any of its Restricted Subsidiaries are required to execute will deliver title information in form and deliver Mortgages substance reasonably acceptable to Administrative Agent pursuant to Section 5.1covering enough of the Oil and Gas Properties evaluated in the most recently delivered Reserve Report, Borrower so that Administrative Agent shall also deliver have received, together with title information previously delivered to Administrative Agent in connection with previous Reserve Reports or otherwise, title information evidencing the Credit Parties have Defeasible Title on at least 70% of the total PV-10 value of Proved Reserves attributable to the Oil and Gas Properties evaluated by such Reserve Report. If Borrower has provided title information for Oil and Gas Properties under the preceding sentence, Borrower shall, within 60 days of notice from Administrative Agent or Required Lenders that material title defects or exceptions exist with respect to such Oil and Gas Properties such that the Credit Parties do not have Defeasible Title to 70% of the PV-10 value of such properties, either (a1) cure any such evidence of material title defects or exceptions (including but not limited defects or exceptions as to any priority) raised by such information, or (2) deliver title opinions available information in form and substance acceptable to Borrower) as Administrative Agent or Required Lenders so that Administrative Agent shall reasonably require have received, together with title information previously delivered to verify Borrower’s or any such Restricted Subsidiary’s (as applicable) Administrative Agent, title to an appropriate portion of Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that to information evidencing the extent the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than 80Credit Parties have Defeasible Title on at least 70% of the Recognized Value PV-10 value of all of Borrower’s Proved Reserves attributable to the Oil and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall reasonably require to address the validity and perfection of the Liens created Gas Properties evaluated by such MortgagesReserve Report. If Borrower fails to provide title information requested under this Section 5.2 within a 90-day period following a request therefor or if Borrower fails is unable to cure any material title defect requested by Administrative Agent or the Banks Required Lenders to be cured within a 90the 60-day period following such requestor Borrower does not comply with the requirements to provide title information evidencing the Credit Parties have Defeasible Title covering 70% of the PV-10 value of Proved Reserves attributable to the Oil and Gas Properties evaluated in the most recent Reserve Report, such failure inability to cure shall not be a Default, but instead Administrative Agent and/or may, or shall upon request by Required Lenders, propose a reduced Borrowing Base (and Overadvance Amount during the Required Banks shall have the right to exercise the following remedy in their sole discretion from time to timeOveradvance Period), and any failure to so exercise this remedy at any time Required Lenders shall not be a waiver as to future exercise of approve such Borrowing Base, each in the remedy by manner provided in Section 2.16(b) and Administrative Agent or the Banks. To the extent that Administrative Agent or the Required Banks are not satisfied with title to any Mineral Interest after the 90-day period has elapsed, Administrative Agent may shall send a notice to Borrower and the Banks that the then outstanding of such new Borrowing Base shall be reduced by an amount reasonably determined by (and new Overadvance Amount during the Required Banks in light of such failure Overadvance Period), that will cause Borrower to be in compliance with the requirement to provide title requirement set forth in clause (a) information evidencing the Credit Parties have Defeasible Title on 70% of the first sentence PV-10 value of this Section 5.2Proved Reserves attributable to the Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice. Any failure to give such notice and any resulting shall not be a waiver as to future exercise of the right to so reduce the Borrowing Base Deficiency shall be cured in accordance with Section 4.4by Administrative Agent or the Required Lenders.

Title Information. At any time Borrower On or any of its Restricted Subsidiaries are required before the delivery to execute and deliver Mortgages to the Administrative Agent pursuant and the Lenders of each Reserve Report required by Section 2.8, the Borrowers will deliver title information in form and substance acceptable to Section 5.1, Borrower shall also deliver to the Administrative Agent covering enough of the 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 be reasonably satisfied with the status of title to at least Amended and Restated First Lien Credit Agreement 80% (by value) of the Oil and Gas Properties evaluated by such Reserve Report. If the Borrowers have provided title information for additional Properties under the preceding sentence, the Borrowers shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (a) cure any such evidence of title defects or exceptions (including but defects or exceptions as to priority) that are not limited permitted by Section 7.2.3 raised by such information, (b) substitute acceptable Mortgaged Properties with no title defects or exceptions except for Permitted Liens having an equivalent value or (c) deliver title information in form and substance acceptable to any title opinions available to Borrower) as the Administrative Agent so that the Administrative Agent shall be reasonably require to verify Borrower’s or any such Restricted Subsidiary’s (as applicable) satisfied with the status of title to an appropriate portion of Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that to the extent the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than at least 80% (by value) of the Recognized Value of all of Borrower’s Oil and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall reasonably require to address the validity and perfection of the Liens created Gas Properties evaluated by such MortgagesReserve Report. If Borrower fails to provide title information requested under this Section 5.2 within a 90-day period following a request therefor or if Borrower fails the Borrowers are unable to cure any title defect requested by the Administrative Agent or the Banks Lenders to be cured within a 90the 60-day period following such requestor the Borrowers do not comply with the requirements to provide acceptable title information to the Oil and Gas Properties evaluated in the most recent Reserve Report, such failure default shall not be a DefaultDefault under Section 9.1.4, but instead the Administrative Agent and/or the Required Banks Majority Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the BanksLenders. To the extent that the Administrative Agent or the Required Banks Majority Lenders are not satisfied with title to any Mineral Interest Mortgaged Property after the 9060-day period has elapsed, the Administrative Agent may send a notice to Borrower the Borrowers and the Banks Lenders that the then outstanding Borrowing Base and the then current projected Borrowing Base shall be reduced by an amount reasonably amounts as determined by the Required Banks in light of such failure Majority Lenders to cause the Borrowers to be in compliance with the requirement to provide acceptable title requirement set forth in clause information to at least 80% (aby value) of the first sentence of this Section 5.2Oil and Gas Properties covered by the Reserve Report. This new Borrowing Base and new Projected Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be cured in accordance with Section 4.4notice.

Title Information. At any time Borrower or any of its Restricted Subsidiaries are required to execute and deliver Mortgages to Administrative Agent pursuant to Section 5.1, Borrower shall also deliver to Administrative Agent (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 2.8, the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Oil and Gas Properties evaluated by such evidence of title (including but Reserve Report that were not limited to any title opinions available to Borrower) as included in the immediately preceding Reserve Report, so that the Administrative Agent shall be reasonably require satisfied with the status of title to verify Borrower’s the Oil and Gas Properties evaluated by such Reserve Report. If the Borrower has provided title information for additional Properties under the preceding sentence, the Borrower shall, within 90 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such Restricted Subsidiary’s title defects or exceptions (including defects or exceptions as applicableto priority) that are not permitted by Section 7.2.3 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title to defects or exceptions except for Liens permitted by Section 7.2.3 having an appropriate portion of Borrower’s equivalent value or (iii) deliver title information in form and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that substance acceptable to the extent Administrative Agent so that the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than 80% of the Recognized Value of all of Borrower’s and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall be reasonably require satisfied with the status of title to address the validity Oil and perfection of the Liens created Gas Properties evaluated by such MortgagesReserve Report. If the Borrower fails to provide title information requested under this Section 5.2 within a 90-day period following a request therefor or if Borrower fails is unable to cure any title defect requested by the Administrative Agent or the Banks Lenders to be cured within a the 90-day period following such requestor the Borrower does not comply with the requirements to provide acceptable title information to the Oil and Gas Properties evaluated in the most recent Reserve Report or the Borrower fails to take the actions required pursuant to clause (b) below, such failure default shall not be a Default, but instead the Administrative Agent and/or the Required Banks Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the BanksLenders. To the extent that the Administrative Agent or the Required Banks Lenders are not satisfied with title to any Mineral Interest Mortgaged Property after the 90-day period has elapsed, the Administrative Agent may send a notice to the Borrower and the Banks Lenders that the then outstanding Borrowing Base and the then current Projected Borrowing Base shall be reduced by an amount reasonably amounts as determined by the Required Banks in light of such failure Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title requirement set forth in clause (a) of information to the first sentence of this Section 5.2Oil and Gas Properties. This new Borrowing Base and new Projected Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be cured in accordance with Section 4.4notice.

Title Information. At any time Promptly upon request of Administrative Agent, Borrower or any of its Restricted Subsidiaries are required to execute will deliver title information in form and deliver Mortgages substance reasonably acceptable to Administrative Agent pursuant to Section 5.1covering enough of the Oil and Gas Properties evaluated in the most recently delivered Reserve Report, Borrower so that Administrative Agent shall also deliver have received, together with title information previously delivered to Administrative Agent in connection with previous Reserve Reports or otherwise, title information evidencing the Credit Parties have Defeasible Title on at least 70% of the total PV-10 value of Proved Reserves attributable to the Oil and Gas Properties evaluated by such Reserve Report. If Borrower has provided title information for Oil and Gas Properties under the preceding sentence, Borrower shall, within 60 days of notice from Administrative Agent or Required Lenders that material title defects or exceptions exist with respect to such Oil and Gas Properties such that the Credit Parties do not have Defeasible Title to 70% of the PV-10 value of such properties, either (a1) cure any such evidence of material title defects or exceptions (including but not limited defects or exceptions as to any priority) raised by such information, (2) substitute acceptable Mortgaged Properties having at least an equivalent value such that the Credit Parties do have Defeasible Title to 70% of the PV-10 value of such properties, or (3) deliver title opinions available information in form and substance acceptable to Borrower) as Administrative Agent or Required Lenders so that Administrative Agent shall reasonably require have received, together with title information previously delivered to verify Borrower’s or any such Restricted Subsidiary’s (as applicable) Administrative Agent, title to an appropriate portion of Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that to information evidencing the extent the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than 80Credit Parties have Defeasible Title on at least 70% of the Recognized Value PV-10 value of all of Borrower’s Proved Reserves attributable to the Oil and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall reasonably require to address the validity and perfection of the Liens created Gas Properties evaluated by such MortgagesReserve Report. If Borrower fails to provide title information requested under this Section 5.2 does not take one or more of such actions within a 90the 60-day period following a request therefor or if Borrower fails period, such inability to cure any title defect requested by Administrative Agent or the Banks to be cured within a 90-day period following such request, such failure shall not be a Default, but instead Administrative Agent and/or the may, or shall upon request by Required Banks shall have the right to exercise the following remedy in their sole discretion from time to timeLenders, propose a reduced Borrowing Base, and any failure to so exercise this remedy at any time Required Lenders shall not be a waiver as to future exercise of approve such Borrowing Base, each in the remedy by manner provided in Section 2.16(b) and Administrative Agent or the Banks. To the extent that Administrative Agent or the Required Banks are not satisfied with title to any Mineral Interest after the 90-day period has elapsed, Administrative Agent may shall send a notice to Borrower and the Banks that the then outstanding Borrowing Base shall be reduced by an amount reasonably determined by the Required Banks in light of such failure new Borrowing Base, that will cause Borrower to be in compliance with the requirement to provide title requirement set forth in clause (a) information evidencing the Credit Parties have Defeasible Title on 70% of the first sentence PV-10 value of this Section 5.2Proved Reserves attributable to the Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice. Any failure to give such notice and any resulting shall not be a waiver as to future exercise of the right to so reduce the Borrowing Base Deficiency shall be cured in accordance with Section 4.4by Administrative Agent or the Required Lenders.

Title Information. At any time Borrower or any of its Restricted Subsidiaries are required to execute and deliver Mortgages to Administrative Agent pursuant to Section 5.1, Borrower shall also deliver to Administrative Agent (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.11(a), the Borrower will deliver title information in form and substance reasonably acceptable to the Administrative Agent covering enough of the Borrowing Base Properties evaluated by such evidence of title (including but Reserve Report that were not limited to any title opinions available to Borrower) as 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, reasonably require to verify Borrower’s or any satisfactory title information on at least eighty percent (80%) of the PV-9 of the Borrowing Base Properties evaluated by such Restricted Subsidiary’s (as applicable) title to an appropriate portion of Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable)Reserve Report; provided that (i) if the Administrative Agent and the Borrower reasonably determine that the cost of (A) the Borrower delivering such title information and (B) the Administrative Agent determining whether it is reasonably satisfactory is excessive in relation to the extent benefits afforded to the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals InterestsLenders thereby, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than 80% of the Recognized Value of all of Borrower’s and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall reasonably require may postpone the requirement to address the validity and perfection of the Liens created by such Mortgages. If Borrower fails to provide deliver title information requested under this Section 5.2 within a 90-day period following a request therefor or if Borrower fails to cure any title defect requested by Administrative Agent or at its discretion (it being understood that the Banks to be cured within a 90-day period following such request, such failure shall not be a Default, but instead Administrative Agent and/or the Required Banks shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by Administrative Agent or the Banks. To the extent that Administrative Agent or the Required Banks are not satisfied with Lenders may curtail such postponement at any time and, at such time, the Borrower shall promptly deliver the title to any Mineral Interest information required above) or (ii) if the Borrower is undertaking a Permitted Acquisition of Borrowing Base Properties, (A) the Borrower shall have sixty (60) days after the 90-day period has elapsedconsummation of such Permitted Acquisition (subject to extension at the discretion of the Administrative Agent) to provide the title information required above, Administrative Agent may send a notice so that, subject to clause (i), after such grace period, the Borrower will comply with the eighty percent (80%) (or lower percentage permitted pursuant to clause (i)) requirement and the Banks that the then outstanding (B) such new Borrowing Base shall Properties will be reduced by an amount reasonably determined by the Required Banks in light disregarded for purposes of such failure to be in calculating compliance with the title eighty percent (80%) requirement set forth in during the grace period (it being understood, subject to clause (ai) above, that the Borrower will be required to have provided the title information required above on at least eighty percent (80%) of the first sentence PV-9 of this Section 5.2. This new the other Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be cured in accordance with Section 4.4Properties) (each, a “Title Information Grace Period”).

Title Information. At any time Borrower On or any of its Restricted Subsidiaries are required before the delivery to execute and deliver Mortgages to the Administrative Agent pursuant and the Lenders of each Reserve Report required by Section 2.8, the Borrower will deliver title information in form and substance reasonably acceptable to Section 5.1, Borrower shall also deliver to the Administrative Agent (a) covering enough of the additional Oil and Gas Properties evaluated by such evidence of title (including but Reserve Report that were not limited to any title opinions available to Borrower) as included in the immediately preceding Reserve Report, so that the Administrative Agent shall be reasonably require satisfied with the status of title to verify Borrower’s eighty percent (80%) of the total value of the Oil and Gas Properties included in the Borrowing Base evaluated by such Reserve Report. If the Borrower has provided title information for additional Properties under the preceding sentence, the Borrower shall, within 90 days of notice from the Administrative Agent that material title defects or exceptions exist with respect to such additional Properties, either (i) cure any such Restricted Subsidiary’s title defects or exceptions (including defects or exceptions as applicableto priority) that are not permitted by Section 7.2.3 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title to defects or exceptions except for Liens permitted by Section 7.2.3 having an appropriate portion of Borrower’s equivalent value or (iii) deliver title information in form and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that substance acceptable to the extent Administrative Agent so that the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than 80% of the Recognized Value of all of Borrower’s and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall be reasonably require satisfied with the status of title to address the validity Oil and perfection of the Liens created Gas Properties evaluated by such MortgagesReserve Report. If the Borrower fails is unable to provide cure any material title information defect requested under this Section 5.2 by the Administrative Agent or the Lenders to be cured within a the 90-day period following a request therefor or if the Borrower does not comply with the requirements to provide acceptable title information to the Oil and Gas Properties evaluated in the most recent Reserve Report or the Borrower fails to cure any title defect requested by Administrative Agent or the Banks to be cured within a 90-day period following take such requestactions required herein, such failure default shall not be a Default, but instead the Administrative Agent and/or the Required Banks Lenders shall have the right to exercise the remedy in the following remedy sentence in their sole and absolute discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the BanksLenders. To the extent that the Administrative Agent or the Required Banks Lenders are not satisfied with title to any Mineral Interest Mortgaged Property after the 90-day period has elapsed, the Administrative Agent may send a notice to the Borrower and the Banks Lenders that the then outstanding Borrowing Base shall be reduced by an amount reasonably amounts as determined in good faith by the Required Banks in light of such failure Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title requirement set forth in clause (a) of information to the first sentence of this Section 5.2Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be cured in accordance with Section 4.4notice.

Title Information. At any time Borrower On or any of its Restricted Subsidiaries are required before the delivery to execute and deliver Mortgages to the Administrative Agent pursuant and the Lenders of each Reserve Report required by Section 2.07(b), to Section 5.1the extent requested by the Administrative Agent, the Borrower shall also will deliver title information in form and substance acceptable to the Administrative Agent (a) covering enough of the Oil and Gas Properties evaluated by such evidence of title (including but Reserve Report that were not limited to any title opinions available to Borrower) as included in the immediately preceding Reserve Report, so that the Administrative Agent shall reasonably require to verify Borrower’s or any such Restricted Subsidiary’s (as applicable) have received together with title to an appropriate portion of Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that information previously delivered to the extent the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals InterestsAdministrative Agent, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than information on at least 80% of the Recognized Value total value of all the Proved Reserves evaluated by such Reserve Report. If the Borrower has provided title information for additional Properties under Section 2.07(b), the Borrower shall, within 60 days of Borrower’s and its Restricted Subsidiaries’ non-operated working interestsnotice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses (d), (e) and (bh) of such opinions of counsel definition) having an equivalent value or (addressed iii) deliver title information in form and substance reasonably acceptable to the Administrative Agent) as Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably require to address the validity and perfection satisfactory title information on at least 80% of the Liens created value of the Proved Reserves evaluated by such MortgagesReserve Report. If the Borrower fails to provide title information requested under this Section 5.2 within a 90-day period following a request therefor or if Borrower fails is unable to cure any title defect requested by the Administrative Agent or the Banks Lenders to be cured within a 90the 60-day period following such requestor the Borrower does not comply with the requirements to provide acceptable title information covering 80% of the value of the Proved Reserves evaluated in the most recent Reserve Report, such failure default shall not be a Default, but instead the Administrative Agent and/or the Required Banks Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the BanksLenders. To the extent that the Administrative Agent or the Required Banks Lenders are not reasonably satisfied with title to any Mineral Interest Oil and Gas Properties after the 9060-day period has elapsed, such unacceptable Oil and Gas Properties shall not count towards the 80% requirement in this Section 8.12(c), and the Administrative Agent may send a notice to the Borrower and the Banks Lenders that the then outstanding Borrowing Base shall be reduced by an amount reasonably as determined by the Required Banks in light of such failure Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title requirement set forth in clause (a) information on 80% of the first sentence value of this Section 5.2the Proved Reserves. This new Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be cured in accordance with Section 4.4notice.

Title Information. At any time Borrower (a) Notwithstanding anything set forth herein or any in the other Loan Documents to the contrary, on or prior to the Closing Date, the Loan Parties shall deliver title reports and information on the Proved Reserves that comprise at least seventy-five percent (75%) of its Restricted Subsidiaries are required the total present value of all the Proved Reserves included in the Borrowing Base Properties. All such title reports and information shall be in form and substance that is customary and usual for such Proved Reserves and shall be in form and substance reasonably satisfactory to execute and deliver Mortgages to Administrative Agent pursuant to Section 5.1, Borrower shall also deliver to the Administrative Agent (a) the “Required Title Information”). Additionally, on or before the delivery to the Administrative Agent and the Lenders of each Reserve Report delivered after the Closing Date, the Borrower will deliver the Required Title Information covering enough of the Proved Reserves included in the Borrowing Base Properties evaluated by such evidence of title (including but Reserve Report that were not limited to any title opinions available to Borrower) as included in the immediately preceding Reserve Report, so that the Administrative Agent shall reasonably require have received together with the Required Title Information previously delivered to verify Borrower’s or any the Administrative Agent, the Required Title Information on at least 75% of the total present value of the Proved Reserves included in the Borrowing Base Properties evaluated by such Restricted Subsidiary’s (as applicable) title to an appropriate portion of Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable)Reserve Report; provided that with respect to the extent Reserve Report as of December 31, 2015 and for each Reserve Report required to be delivered thereafter, the Recognized Value Borrower will deliver the Required Title Information covering enough of non-operated working interests owned the Proved Reserves and Proved Developed Producing Reserves included in the Borrowing Base Properties evaluated by Borrower such Reserve Report that were not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have received together with the Required Title Information previously delivered to the Administrative Agent, the Required Title Information on at least (x) 85% of the total present value of the Proved Reserves and its Restricted Subsidiaries is greater than or equal to ten percent (10%y) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than 80% of the Recognized Value of all of Borrower’s and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall reasonably require to address the validity and perfection PV10 value of the Liens created Proved Developed Producing Reserves included in the Borrowing Base Properties evaluated by such Mortgages. If Borrower fails to provide title information requested under this Section 5.2 within a 90-day period following a request therefor or if Borrower fails to cure any title defect requested by Administrative Agent or Reserve Report; provided that the Banks to be cured within a 90-day period following such request, such failure shall not be a Default, but instead Administrative Agent and/or deadline for delivery of the Required Banks Title Information with respect to the Proved Reserves and Proved Developed Producing Reserves included in the Borrowing Base Properties evaluated by the Reserve Report as of June 30, 2017 (and not included in the Borrowing Base Properties evaluated by any prior Reserve Report) shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by Administrative Agent or the Banks. To the extent that Administrative Agent or the Required Banks are not satisfied with title to any Mineral Interest forty-five (45) days after the 90-day period has elapsed, Amendment No. 3 Effective Date (or such later date as the Administrative Agent may send a notice to Borrower and agree in its discretion; provided that any extension of more than thirty (30) additional days shall require the Banks that the then outstanding Borrowing Base shall be reduced by an amount reasonably determined by consent of the Required Banks in light of such failure to be in compliance with the title requirement set forth in clause (a) of the first sentence of this Section 5.2. This new Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be cured in accordance with Section 4.4Lenders).

Title Information. At any time Promptly upon request of Administrative Agent, Borrower or any of its Restricted Subsidiaries are required to execute will deliver title information in form and deliver Mortgages substance reasonably acceptable to Administrative Agent pursuant to Section 5.1covering enough of the Oil and Gas Properties evaluated in the most recently delivered Reserve Report, Borrower so that Administrative Agent shall also deliver have received, together with title information previously delivered to Administrative Agent in connection with previous Reserve Reports or otherwise, title information evidencing the Credit Parties have Defensible Title on at least 70% of the total PV-10 value of Proved Reserves attributable to the Oil and Gas Properties evaluated by such Reserve Report. If Borrower has provided title information for Oil and Gas Properties under the preceding sentence, Borrower shall, within 60 days of notice from Administrative Agent or Required Lenders that material title defects or exceptions exist with respect to such Oil and Gas Properties such that the Credit Parties do not have Defensible Title to 70% of the PV-10 value of such properties, either (a1) cure any such evidence of material title defects or exceptions (including but not limited defects or exceptions as to any priority) raised by such information, (2) substitute acceptable Mortgaged Properties having at least an equivalent value such that the Credit Parties do have Defensible Title to 70% of the PV-10 value of such properties, or (3) deliver title opinions available information in form and substance acceptable to Borrower) as Administrative Agent or Required Lenders so that Administrative Agent shall reasonably require have received, together with title information previously delivered to verify Borrower’s or any such Restricted Subsidiary’s (as applicable) Administrative Agent, title to an appropriate portion of Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that to information evidencing the extent the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than 80Credit Parties have Defensible Title on at least 70% of the Recognized Value PV-10 value of all of Borrower’s Proved Reserves attributable to the Oil and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall reasonably require to address the validity and perfection of the Liens created Gas Properties evaluated by such MortgagesReserve Report. If Borrower fails to provide title information requested under this Section 5.2 does not take one or more of such actions within a 90the 60-day period following a request therefor or if Borrower fails period, such inability to cure any title defect requested by Administrative Agent or the Banks to be cured within a 90-day period following such request, such failure shall not be a Default, but instead Administrative Agent and/or the may, or shall upon request by Required Banks shall have the right to exercise the following remedy in their sole discretion from time to timeLenders, propose a reduced Borrowing Base, and any failure to so exercise this remedy at any time Required Lenders shall not be a waiver as to future exercise of approve such Borrowing Base, each in the remedy by manner provided in Section 2.16(b) and Administrative Agent or the Banks. To the extent that Administrative Agent or the Required Banks are not satisfied with title to any Mineral Interest after the 90-day period has elapsed, Administrative Agent may shall send a notice to Borrower and the Banks that the then outstanding Borrowing Base shall be reduced by an amount reasonably determined by the Required Banks in light of such failure new Borrowing Base, that will cause Borrower to be in compliance with the requirement to provide title requirement set forth in clause (a) information evidencing the Credit Parties have Defensible Title on 70% of the first sentence PV-10 value of this Section 5.2Proved Reserves attributable to the Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice. Any failure to give such notice and any resulting shall not be a waiver as to future exercise of the right to so reduce the Borrowing Base Deficiency shall be cured in accordance with Section 4.4by Administrative Agent or the Required Lenders.