Title to Mortgaged Properties. Except as set forth on Schedule 11.3 attached hereto, the Borrower has Defensible Title to the Mortgaged Properties at a book cost in excess of $200,000 (except to the extent that (a) such assets have thereafter been disposed of in compliance with this Agreement or (b) leases for such property have expired pursuant to their terms), and, in each case free and clear of all Encumbrances except (other than Permitted Encumbrances) (i) Encumbrances for taxes not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (ii) statutory Encumbrances (including materialmen's, mechanic's, repairmen's, landlord's and other similar encumbrances) arising in the ordinary course of business to secure payments not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (iii) easements, restrictions, reservations or other encumbrances, as well as such imperfections or irregularities of title, if any, as are not material, (iv) obligations or duties to any municipality or public authority with respect to any franchise, grant, license or permit and all applicable laws, rules, regulations and orders of any Governmental Authority, (v) all lessors' royalties, overriding royalties, net profits interests, production payments, carried interests, reversionary interests and other burdens on or deductions from the proceeds of production, (vi) the terms and conditions of joint operating agreements and other oil and gas contracts, (vii) all rights to consent by, required notices to, and filings with or other actions by governmental or tribal entities, if any, in connection with the change of ownership or control of an interest in federal, state, tribal or other domestic governmental oil and gas leases, if the same are customarily obtained subsequent to such change of ownership or control, but only insofar as such consents, notices, filings and other actions relate to the transactions contemplated by this Agreement, (viii) any preferential purchase rights, (ix) required third party consents to assignment, (x) conventional rights of reassignment prior to abandonment and (xi) the terms and provisions of oil and gas leases, unit agreements, pooling agreements, and other documents creating interests comprising the oil and gas properties; provided, however, the exceptions described in clauses (iv) through (xi) inclusive above are qualified to include only those exceptions in each case which do not operate to (A) reduce the net revenue interest of the Borrower below that set forth on Schedule 11.3, (B) increase the proportionate share of costs and expenses of leasehold operations attributable to or to be borne by the working interest of the Borrower above that set forth on Schedule 11.3 without a proportionate increase in the net revenue interest of the Borrower or (C) increase the working interest of the Borrower above that set forth on Schedule 11.3 without a proportionate increase in the net revenue interest of the Borrower, and, provided, further, that the foregoing defects, limitations, liens and encumbrances, whether individually material or not, do not in the aggregate create a Material Adverse Effect upon the Borrower (the categories of exceptions in clauses (iv) through (xi), as so qualified and as any such exceptions may exist from time to time, being referred to as the "DESIGNATED TITLE EXCEPTIONS"). The Mortgage constitutes a legal, valid and perfected first Encumbrance on the property interests covered thereby, subject only to Designated Title Exceptions, Permitted Encumbrances, and matters disclosed on Schedule 11.3. Further, as of the date hereof, the oil and gas properties constituting not less than ninety percent (90%) of the present value of the sum of the initial Facility A Borrowing Base Amount are Mortgaged Properties.
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Title to Mortgaged Properties. Except As of the date hereof, except as set forth on the Disclosure Schedule 11.3 attached hereto, the Borrower Company has Defensible Title to each of the Mortgaged Properties at that has a book cost in excess of $200,000 (except to the extent that (a) such assets have thereafter been disposed of in compliance with this Agreement or (b) leases for such property have expired pursuant to their terms), and, in each case free and clear of all Encumbrances except Liens (other than Permitted EncumbrancesLiens) (i) Encumbrances Liens for taxes not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (ii) statutory Encumbrances Liens (including materialmen's, mechanic's, repairmen's, landlord's and other similar encumbrances) arising in the ordinary course of business to secure payments not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (iii) easements, restrictions, reservations or other encumbrances, as well as such imperfections or irregularities of title, if any, as are not material, (iv) obligations or duties to any municipality or public authority with respect to any franchise, grant, license or permit and all applicable laws, rules, regulations and orders of any Governmental Authority, (v) all lessors' royalties, overriding royalties, net profits interests, production payments, carried interests, reversionary interests and other burdens on or deductions from the proceeds of production, (vi) the terms and conditions of joint operating agreements and other oil and gas contracts, (vii) all rights to consent by, required notices to, and filings with or other actions by governmental or tribal entities, if any, in connection with the change of ownership or control of an interest in federal, state, tribal or other domestic governmental oil and gas leases, if the same are customarily obtained subsequent to such change of ownership or control, but only insofar as such consents, notices, filings and other actions relate to the transactions contemplated by this Agreement, (viii) any preferential purchase rights, (ix) required third party consents to assignment, (x) conventional rights of reassignment prior to abandonment and (xi) the terms and provisions of oil and gas leases, unit agreements, pooling agreements, and other documents creating interests comprising the oil and gas propertiesMortgaged Properties; provided, however, the exceptions described in clauses (iv) through (xi) inclusive above are qualified to include only those exceptions in each case which do not operate to (A) reduce the net revenue interest of the Borrower Company below that set forth on Schedule 11.3the Disclosure Schedule, (B) increase the proportionate share of costs and expenses of leasehold operations attributable to or to be borne by the working interest of the Borrower Company above that set forth on the Disclosure Schedule 11.3 without a proportionate increase in the net revenue interest of the Borrower Company or (C) increase the working interest of the Borrower Company above that set forth on the Disclosure Schedule 11.3 without a proportionate increase in the net revenue interest of the BorrowerCompany, and, provided, further, that the foregoing defects, limitations, liens and encumbrances, whether individually material or not, do not in the aggregate create a Material Adverse Effect upon the Borrower Company (the categories of exceptions in clauses (iv) through (xi), as so qualified and as any such exceptions may exist from time to time, being referred to as the "DESIGNATED TITLE EXCEPTIONS"). The Mortgage constitutes a legal, valid and perfected first Encumbrance on the property interests covered thereby, subject only to Designated Title Exceptions, Permitted Encumbrances, and matters disclosed on Schedule 11.3. Further, as of the date hereof, the oil and gas properties constituting not less than ninety percent (90%) of the present value of the sum of the initial Facility A Borrowing Base Amount are Mortgaged Properties.through
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Title to Mortgaged Properties. Except as set forth on Schedule 11.3 4.15 attached hereto, the Borrower each Credit Party has Defensible Title to the each Mortgaged Properties at Property having a book cost in excess of $200,000 (except to the extent that (a) such assets have thereafter been disposed of in compliance with this Agreement or (b) leases for such property have expired pursuant to their terms), and, in each case free and clear of all Encumbrances Liens, except (other than Permitted Encumbrances) (i) Encumbrances for taxes not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of businessPermitted Liens, (ii) statutory Encumbrances (including materialmen's, mechanic's, repairmen's, landlord's and other similar encumbrances) arising in the ordinary course of business to secure payments not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (iii) easements, restrictions, reservations or other encumbrances, as well as such imperfections or irregularities of title, if any, as are not material, (iv) obligations or duties to any municipality or public authority with respect to any franchise, grant, license or permit and all applicable laws, rules, regulations and orders of any Governmental Authority, (viii) all lessors' ’ royalties, overriding royalties, net profits interests, production payments, carried interests, reversionary interests and other burdens on or deductions from the proceeds of production, (viiv) the terms and conditions of joint operating agreements and other oil and gas contracts, (viiv) all rights to consent by, by required notices to, and filings filing with or other actions by governmental or tribal entities, if any, in connection with the change of ownership or control of an interest in federal, state, tribal trial or other domestic governmental oil and gas leases, if the same are customarily obtained subsequent to such change of ownership or control, but only insofar as such consents, notices, filings and other actions relate to the transactions contemplated by this Agreement, (viiivi) any preferential purchase rights, (ixvii) required third party consents to assignment, (xviii) conventional rights of reassignment prior to abandonment and (xiix) the terms and provisions of oil and gas leases, unit agreements, pooling agreements, and other documents creating interests comprising the oil and gas properties; provided, however, the exceptions described in clauses (ivi) through (xiviii) inclusive above are qualified to include only those exceptions in each case which do not operate to (A) reduce the net revenue interest of the Borrower any Credit Party below that set forth on Schedule 11.3in the Reserve Report, (B) increase the proportionate share of costs and CARRIZO REVOLVING CREDIT AGREEMENT Index expenses of leasehold operations attributable to or to be borne by the working interest of the Borrower any Credit Party above that set forth on Schedule 11.3 in the Reserve Report without a proportionate increase in the net revenue interest of the Borrower such Credit Party or (C) increase the working interest of the Borrower any Credit Party above that set forth on Schedule 11.3 in the Reserve Report without a proportionate increase in the net revenue interest of the Borrowersuch Credit Party, and, provided, further, and provided further that the foregoing defects, limitations, liens and encumbrances, whether individually material or not, do not in the aggregate create a Material Adverse Effect upon the Borrower (the categories of exceptions in clauses (ivi) through (xiviii), as so qualified and as any such exceptions may exist from time to time, being referred to as the "DESIGNATED TITLE EXCEPTIONS"“Designated Title Exceptions”). The Mortgage constitutes a Mortgages constitute legal, valid and perfected first Encumbrance Liens on the property interests covered thereby, subject only to Designated Title Exceptions, Permitted EncumbrancesLiens, the Intercreditor Agreement, and matters disclosed on Schedule 11.34.15. Further, (x) as of the date hereofEffective Date, all Oil and Gas Interests subject to mortgages pursuant to the oil and gas properties constituting not less than ninety percent (90%) of the present value of the sum of the initial Facility A Borrowing Base Amount Second Lien Credit Agreement are Mortgaged PropertiesProperties and (y) the matters disclosed on Schedule 4.15 do not materially alter the net revenue interest or working interest of any Credit Party set forth in the Reserve Report.
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Title to Mortgaged Properties. Except as set forth on Schedule 11.3 4.03 attached hereto, the Borrower has Defensible Title to the each Mortgaged Properties at Property having a book cost in excess of $200,000 (except to the extent that (a) such assets have thereafter been disposed of in compliance with this Agreement or (b) leases for such property have expired pursuant to their terms), and, in each case free and clear of all Encumbrances except (other than Permitted Encumbrances) ), except (i) Encumbrances for taxes not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (ii) statutory Encumbrances (including materialmen's’s, mechanic's’s, repairmen's’s, landlord's ’s and other similar encumbrances) arising in the ordinary course of business to secure payments not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (iii) easements, restrictions, reservations or other encumbrances, as well as such imperfections or irregularities of title, if any, as are not material, (iv) obligations or duties to any municipality or public authority with respect to any franchise, grant, license or permit and all applicable laws, rules, regulations and orders of any Governmental Authority, (v) all lessors' ’ royalties, overriding royalties, net profits interests, production payments, carried interests, reversionary interests and other burdens on or deductions from the proceeds of production, (vi) the terms and conditions of joint operating agreements and other oil and gas contracts, (vii) all rights to consent by, required notices to, and filings with or other actions by governmental or tribal entities, if any, in connection with the change of ownership or control of an interest in federal, state, tribal or other domestic governmental Table of Contents oil and gas leases, if the same are customarily obtained subsequent to such change of ownership or control, but only insofar as such consents, notices, filings and other actions relate to the transactions contemplated by this Agreement, (viii) any preferential purchase rights, (ix) required third party consents to assignment, (x) conventional rights of reassignment prior to abandonment and (xi) the terms and provisions of oil and gas leases, unit agreements, pooling agreements, and other documents creating interests comprising the oil and gas properties; provided, however, the exceptions described in clauses (iv) through (xi) inclusive above are qualified to include only those exceptions in each case which do not operate to (A) reduce the net revenue interest of the Borrower below that set forth on Schedule 11.34.03, (B) increase the proportionate share of costs and expenses of leasehold operations attributable to or to be borne by the working interest of the Borrower above that set forth on Schedule 11.3 4.03 without a proportionate increase in the net revenue interest of the Borrower or (C) increase the working interest of the Borrower above that set forth on Schedule 11.3 4.03 without a proportionate increase in the net revenue interest of the Borrower, and, provided, further, provided further that the foregoing defects, limitations, liens and encumbrances, whether individually material or not, do not in the aggregate create a Material Adverse Effect upon the Borrower (the categories of exceptions in clauses (iv) through (xi), as so qualified and as any such exceptions may exist from time to time, being referred to as the "DESIGNATED TITLE EXCEPTIONS"“Designated Title Exceptions”). The Mortgage constitutes a Mortgages constitute legal, valid and perfected first Encumbrance Encumbrances on the property interests covered thereby, subject only to Designated Title Exceptions, Permitted Encumbrances, the Intercreditor Agreement, and matters disclosed on Schedule 11.34.03. Further, as of the date hereofClosing Date, the all oil and gas properties constituting not less than ninety percent (90%) of subject to mortgages pursuant to the present value of the sum of the initial Facility A Borrowing Base Amount Revolving Credit Agreement are Mortgaged Properties.
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Samples: Second Lien Credit Agreement (Carrizo Oil & Gas Inc)
Title to Mortgaged Properties. Except as set forth on Schedule 11.3 attached hereto, the Borrower has Defensible Title to the Mortgaged Properties at a book cost in excess of $200,000 (except to the extent that (a) such assets have thereafter been disposed of in compliance with this Agreement or (b) leases for such property have expired pursuant to their terms), and, in each case free and clear of all Encumbrances except (other than Permitted Encumbrances) (i) Encumbrances for taxes not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (ii) statutory Encumbrances (including materialmen's, mechanic's, repairmen's, landlord's and other similar encumbrances) arising in the ordinary course of business to secure payments not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (iii) easements, restrictions, reservations or other encumbrances, as well as such imperfections or irregularities of title, if any, as are not material, (iv) obligations or duties to any municipality or public authority with respect to any franchise, grant, license or permit and all applicable laws, rules, regulations and orders of any Governmental Authority, (v) all lessors' royalties, overriding royalties, net profits interests, production payments, carried interests, reversionary interests and other burdens on or deductions from the proceeds of production, (vi) the terms and conditions of joint operating agreements and other oil and gas contracts, (vii) all rights to consent by, required notices to, and filings with or other actions by governmental or tribal entities, if any, in connection with the change of ownership or control of an interest in federal, state, tribal or other domestic governmental oil and gas leases, if the same are customarily obtained subsequent to such change of ownership or control, but only insofar as such consents, notices, filings and other actions relate to the transactions contemplated by this Agreement, (viii) any preferential purchase rights, (ix) required third party consents to assignment, (x) conventional rights of reassignment prior to abandonment and (xi) the terms and provisions of oil and gas leases, unit agreements, pooling agreements, and other documents creating interests comprising the oil and gas properties; provided, however, the exceptions described in clauses (iv) through (xi) inclusive above are qualified to include only those exceptions in each case which do not operate to (A) reduce the net revenue interest of the Borrower below that set forth on Schedule 11.3, (B) increase the proportionate share of costs and expenses of leasehold operations attributable to or to be borne by the working interest of the Borrower above that set forth on Schedule 11.3 without a proportionate increase in the net revenue interest of the Borrower or (C) increase the working interest of the Borrower above that set forth on Schedule 11.3 without a proportionate increase in the net revenue interest of the Borrower, and, provided, further, that the foregoing defects, limitations, liens and encumbrances, whether individually material or not, do not in the aggregate create a Material Adverse Effect upon the Borrower (the categories of exceptions in clauses (iv) through (xi), as so qualified and as any such exceptions may exist from time to time, being referred to as the "DESIGNATED TITLE EXCEPTIONS"). The Mortgage constitutes a legal, valid and perfected first Encumbrance on the property interests covered thereby, subject only to Designated Title Exceptions, Permitted Encumbrances, and matters disclosed on Schedule 11.3. Further, as of the date hereof, the oil and gas properties constituting not less than ninety percent (90%) of the present value of the sum of the initial Facility A Borrowing Base Amount and Facility B Borrowing Base Amount are Mortgaged Properties.
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