Common use of Title Data Clause in Contracts

Title Data. In addition to the title information required by Section 5.2 and Section 6.1(c), Borrower shall, upon the request of Required Banks, cause to be delivered to Administrative Agent such title opinions or other information regarding title to Mineral Interests owned by Borrower or any other Credit Party as are appropriate to determine the status thereof; provided that, Banks may not require Borrower to furnish title opinions (except pursuant to Section 5.2 and Section 6.1(c)) unless (a) an Event of Default shall have occurred and be continuing, or (b) Required Banks have reason to believe that there is a defect in or encumbrance upon Borrower’s title to such Mineral Interests that is not a Permitted Encumbrance. If Borrower has failed to provide title information requested under this Section 8.11 within a 90-day period following a request therefor or if Borrower is unable to cure any title defect requested by the Administrative Agent or the Banks to be cured within a 90-day period following such request, such default shall not be a Default, but instead the 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 the Administrative Agent or the Banks. To the extent that the Administrative Agent or the Required Banks are not satisfied with title to any Mineral Interest after the 90-day period has elapsed, such unacceptable Mineral Interest shall not count towards the requirement to evidence good title to Mineral Interests constituting the Required Reserve Value, and the Administrative Agent may send a notice to Borrower and the Banks that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Banks to cause Borrower to be in compliance with the requirement to provide acceptable title information on Mineral Interests constituting the Required Reserve Value. 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 Data. In addition to the title information required by Section 5.2 and Section 6.1(c), Borrower shall, upon the request of Required Banks, cause to be delivered to Administrative Agent such title opinions or other information regarding title to Mineral Interests owned by Borrower or any other Credit Party as are appropriate to determine the status thereof; provided that, Banks may not require Borrower to furnish title opinions (except pursuant to Section 5.2 and Section 6.1(c)) unless (a) an Event of Default shall have occurred and be continuing, or (b) Required Banks have reason to believe that there is a defect in or encumbrance upon Borrower’s title to such Mineral Interests that is not a Permitted Encumbrance. If Borrower has failed to provide title information requested under this Section 8.11 within a 90-90- day period following a request therefor or if Borrower is unable to cure any title defect requested by the Administrative Agent or the Banks to be cured within a 90-day period following such request, such default shall not be a Default, but instead the 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 the Administrative Agent or the Banks. To the extent that the Administrative Agent or the Required Banks are not satisfied with title to any Mineral Interest after the 90-day period has elapsed, such unacceptable Mineral Interest shall not count towards the requirement to evidence good title to Mineral Interests constituting the Required Reserve Value, and the Administrative Agent may send a notice to Borrower and the Banks that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Banks to cause Borrower to be in compliance with the requirement to provide acceptable title information on Mineral Interests constituting the Required Reserve Value. 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 Data. In addition Borrower will, and will cause each Subsidiary to, by the Effective Date and thereafter concurrently with the delivery of each Reserve Report, deliver to the Lead Lender title information required by Section 5.2 in form and Section 6.1(c), Borrower shall, upon substance reasonably acceptable to the request Lead Lender with respect to that portion of Required Banks, cause the Oil and Gas Properties set forth in the most recent Reserve Report provided to be delivered to the Administrative Agent such title opinions and the Lead Lender as the Lead Lender shall deem reasonably necessary or other information regarding title to Mineral Interests owned by Borrower or any other Credit Party as are appropriate to determine verify the status thereof; provided that, Banks may title of the Credit Parties to not require Borrower less than 95% of the PV-10 of the Credit Parties’ Proved Developed Producing Reserves attributable to furnish title opinions (except pursuant to Section 5.2 the Oil and Section 6.1(c)) unless (a) an Event of Default shall have occurred and be continuing, or (b) Required Banks have reason to believe that there is a defect Gas Properties evaluated in or encumbrance upon Borrower’s title to such Mineral Interests that is not a Permitted EncumbranceReserve Report. If Borrower has failed to provide title information requested under this Section 8.11 within a 90-day period following a request therefor or if Borrower ▇▇▇▇▇▇▇▇ is unable to cure any title defect requested by the Administrative Agent or the Banks Lead Lender or Borrower does not comply with the requirements to be cured within a 90-day period following such requestprovide reasonably acceptable title information covering at least the title coverage requirement under this Section 5.11, such default shall not be a Default, but instead the Administrative Agent and/or the Required Banks Lead Lender 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 BanksLead Lender. To the extent that the Administrative Agent or the Required Banks Lead Lender are not satisfied with title to any Mineral Interest after the 90-day period has elapsedMortgaged Property, such unacceptable Mineral Interest Mortgaged Property shall not count towards the title coverage requirement to evidence good title to Mineral Interests constituting the Required Reserve Valueunder this Section 5.11, and the Administrative Agent or Lead Lender may send a written notice to Borrower and the Banks Lenders that the then outstanding Borrowing Base PV-10 and Total PDP PV-10 for purposes of calculating the PDP Asset Coverage Ratio for all purposes hereunder, shall be reduced by an amount recalculated as determined by the Required Banks Administrative Agent and Lead Lender to cause Borrower exclude the Property subject to be a title defect that ▇▇▇▇▇▇▇▇ is unable (or has elected not to) cure. Furthermore, any Properties described in compliance with the requirement to provide acceptable title information on Mineral Interests constituting the Required Reserve Value. This new Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be excluded from the determination of PV-10 and Total PDP PV-10 for any other purpose of calculation under the Loan Documents unless the applicable title defect is cured in accordance with Section 4.4to the reasonable satisfaction of the Administrative Agent and Lead Lender.

Title Data. In addition (a) Within 30 days (or such longer time period as acceptable to the title information Administrative Agent in its sole discretion) after the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 5.2 6.10, the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the 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 (90%) of the Minimum Mortgaged Value of the Oil and Gas Interests evaluated by such Reserve Report. (b) If title information for additional Properties has been provided under Section 6.1(c6.12(a), the Borrower shall, upon within 60 days of notice from the request of Required BanksAdministrative Agent that title defects or exceptions exist with respect to such additional Properties that are not permitted by Section 7.02, cause either (i) cure any such title defects or exceptions (including defects or exceptions as to be 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 such title opinions or other information regarding title to Mineral Interests owned by Borrower or any other Credit Party as are appropriate to determine the status thereof; provided thatAgent, Banks may not require Borrower to furnish title opinions (except pursuant to Section 5.2 and Section 6.1(c)) unless (a) an Event of Default shall have occurred and be continuing, or (b) Required Banks have reason to believe that there is a defect in or encumbrance upon Borrower’s title to such Mineral Interests that is not a Permitted Encumbrance. If Borrower has failed to provide satisfactory title information requested under this Section 8.11 within a on at least ninety percent (90-day period following a request therefor or if Borrower is unable to cure %) of the Minimum Mortgaged Value of the Oil and Gas Interests evaluated by such Reserve Report. (c) If any title defect requested 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 Banks Borrower does not substitute acceptable Mortgaged Properties or the Borrower does not comply with the requirement to be cured provide acceptable title information covering at least ninety percent (90%) of the Minimum Mortgaged Value of the Oil and Gas Interests evaluated in the most recent Reserve Report, in each case within a 90the 60-day period following such requestdescribed in Section 6.12(b), such default shall not be a Default, but instead the Administrative Agent and/or the Required Banks Revolving Lenders 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 this such remedy at any time shall not be a waiver as to any future exercise of the such remedy by the Administrative Agent or the BanksLenders. To the extent that the Administrative Agent or the Required Banks Revolving Lenders are not satisfied with title to any Mineral Interest Mortgaged Property after the 9060-day period described in Section 6.12(b) has elapsed, such unacceptable Mineral Interest Mortgaged Property shall not count towards the requirement percentage of the Minimum Mortgaged Value for satisfactory title information and shall be deemed not to evidence good title to Mineral Interests constituting have been included in the Required most recently delivered Reserve ValueReport, 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 as determined by the Required Banks Revolving Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable satisfactory title information on Mineral ninety percent (90%) of the Minimum Mortgaged Value of the Oil and Gas Interests constituting evaluated by the Required most recently delivered Reserve ValueReport. 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 Data. In addition (a) Within 30 days after the delivery to the title information Administrative Agent and the Lenders of each Reserve Report required by Section 5.2 5.11, 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 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 80% of the total Engineered Value of the Oil and Gas Properties evaluated by such Reserve Report. (b) If title information for additional Properties has been provided under Section 6.1(c5.12(a), the Borrower shall, upon within 60 days of notice from the request of Required BanksAdministrative Agent that title defects or exceptions exist with respect to such additional Properties that are not permitted by Section 6.02, cause either (i) cure any such title defects or exceptions (including defects or exceptions as to be priority), (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions (other than Liens which are permitted by Section 6.02) 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 such title opinions or other information regarding title to Mineral Interests owned by Borrower or any other Credit Party as are appropriate to determine the status thereof; provided thatAgent, Banks may not require Borrower to furnish title opinions (except pursuant to Section 5.2 and Section 6.1(c)) unless (a) an Event of Default shall have occurred and be continuing, or (b) Required Banks have reason to believe that there is a defect in or encumbrance upon Borrower’s title to such Mineral Interests that is not a Permitted Encumbrance. If Borrower has failed to provide satisfactory title information requested under this Section 8.11 within a 90-day period following a request therefor or if Borrower is unable to cure on at least 80% of the total Engineered Value of the Oil and Gas Properties evaluated by such Reserve Report. (c) If any title defect requested or exception identified by the Administrative Agent pursuant to a notice to the Borrower as described in Section 5.12(b) cannot be cured or the Banks Borrower does not substitute acceptable Mortgaged Properties or the Borrower does not comply with the requirement to be cured provide acceptable title information covering 80% of the total Engineered Value of the Oil and Gas Properties evaluated in the most recent Reserve Report, in each case within a 90the 60-day period following such requestdescribed in Section 5.12(b), such 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 described in the immediately succeeding sentence in their sole discretion from time to time, and any failure to so exercise this such remedy at any time shall not be a waiver as to any future exercise of the such remedy by the Administrative Agent or the BanksLenders. To the extent that the NRP Oil and Gas LLC - Credit Agreement – Page 76 Administrative Agent or the Required Banks Lenders are not satisfied with title to any Mineral Interest Mortgaged Property after the 9060-day period described in Section 5.12(b) has elapsed, such unacceptable Mineral Interest Mortgaged Property shall not count towards the 80% title requirement and shall be deemed not to evidence good title to Mineral Interests constituting have been included in the Required most recently delivered Reserve ValueReport, 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 as determined by the Required Banks Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable satisfactory title information on Mineral Interests constituting 80% of the Required value of the Oil and Gas Properties evaluated by the most recently delivered Reserve ValueReport. 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 Data. In addition to (a) As soon as practicable, but in any event within 30 days after the date hereof, Borrower shall (or shall cause the applicable Credit Party to) deliver Administrative Agent or its counsel title information required by on at least Borrowing Base Properties evaluated in the Initial Reserve Report 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 5.2 and Section 6.1(c8.4(a), Borrower shall, upon the request within 15 days of Required Banksnotice from Administrative Agent that title defects or exceptions (other than Immaterial Title Deficiencies) exist with respect to such Borrowing Base Properties, cause either (i) cure any such title defects or exceptions (including defects or exceptions as to be delivered priority) which are not permitted by Section 9.3 raised by such information, (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 Administrative Agent such so that Administrative Agent shall have received, together with title opinions or other information regarding previously delivered to the Administrative Agent, satisfactory title to Mineral Interests owned by information on the Borrowing Base Properties comprising the Minimum Collateral Amount evaluated in the Initial Reserve Report. (c) If Borrower or any other Credit Party has provided title information for additional Mineral Interests under Section 5.1(c), Borrower shall (or shall cause such other Credit Party to), within 60 days of notice from Administrative Agent that title defects or exceptions (other than Immaterial Title Deficiencies) exist with respect to such additional Mineral Interests, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are appropriate to determine the status thereof; provided thatnot permitted by Section 9.3 raised by such information, Banks may not require Borrower to furnish (ii) substitute acceptable Mineral Interests with no title opinions defects or exceptions (except pursuant for Permitted Encumbrances and/or Immaterial Title Deficiencies) having an equivalent value or (iii) deliver title information in form and substance acceptable to Section 5.2 and Section 6.1(c)) unless (a) an Event of Default Administrative Agent so that Administrative Agent shall have occurred and be continuingreceived, or together with title information previously delivered to the Administrative Agent, satisfactory title information on the Borrowing Base Properties comprising the Minimum Collateral Amount evaluated by such Reserve Report. (bd) Required Banks have reason to believe that there is a defect in or encumbrance upon Borrower’s title to such Mineral Interests that is not a Permitted Encumbrance. If Borrower has failed to provide title information requested under this (i) does not (or does not cause the applicable Credit Party to) comply with Section 8.11 within a 90-day period following a request therefor or if Borrower 8.4(a), (ii) is unable (or is unable to cause the applicable Credit Party) to cure any title defect requested by the Administrative Agent or the Banks to be cured within a 90the 15-day period following such requestor 60-day period, as applicable, pursuant to this Section 8.4, or (iii) does not (or does not cause the applicable Credit Party to) comply with the requirements to provide acceptable title information on the Borrowing Base Properties comprising the Minimum Collateral Amount evaluated in the most recent Reserve Report, then in any case such default shall not be a Default, but instead the 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 the Administrative Agent or the Banks. To the extent that the Administrative Agent or the Required Banks are not satisfied with title to any Borrowing Base Property after the 15-day period has elapsed or any Mineral Interest after the 9060-day period has elapsed, as the case may be such unacceptable Borrowing Base Property or Mineral Interest Interest, as applicable, shall not count towards the requirement to evidence good title to Mineral Interests constituting the Required Reserve ValueMinimum Collateral Amount, and the Administrative Agent may send a notice to Borrower and the Banks that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Banks to cause Borrower to be in compliance with the requirement to provide acceptable title information on Mineral Interests constituting the Required Reserve ValueBorrowing Base Properties comprising the Minimum Collateral Amount. This new Borrowing Base shall become effective immediately after receipt of such notice 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 resulting Borrowing Base Deficiency 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 cured continuing, or (ii) Required Banks have reason to believe that there is a defect in accordance with Section 4.4or encumbrance upon any such Credit Party’s title to such Mineral Interests that is not a Permitted Encumbrance or an Immaterial Title Deficiency.