Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall 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, reasonably satisfactory title information on at least (w) eighty percent (80%) of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”). (b) If the Company has provided title information for additional Properties under Section 8.13(a), the Company shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice 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 (e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Title Coverage Minimum. (c) If the Company is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the period of time required by clause (b) above or the Company does not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimum, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative Agent.
Appears in 10 contracts
Sources: Senior Secured Credit Agreement (Phoenix Energy One, LLC), Senior Secured Credit Agreement (Phoenix Energy One, LLC), Senior Secured Credit Agreement (Phoenix Energy One, LLC)
Title Information. (a) On or before The Borrower shall, at all times during the delivery to term of this Agreement, make available for review by the Administrative Agent and the Lenders at the chief executive office of the Borrower (or such other location as the Borrower may reasonably select) during normal business hours upon reasonable advance notice to the Borrower, title information reasonably requested by the Administrative Agent covering the Oil and Gas Properties evaluated in the most recently delivered Reserve Report.
(b) In connection with the delivery of each Reserve Report required by Section 8.12(a8.11(a), the Company Borrower shall take all commercially reasonable efforts to ensure that the Administrative Agent shall have received or have been provided reasonable access to, on or prior to the date such Reserve Report is required to be delivered pursuant to Section 8.11(a), title information (reasonably satisfactory to the Administrative Agent) as the Administrative Agent may reasonably require with respect to any Oil and Gas Properties evaluated in such Reserve Report so that the Administrative Agent shall have received, together with title information previously reviewed by the Administrative Agent, the Minimum Title Information.
(c) If the Borrower has provided or made reasonably available title information for Properties under Section 8.12(a) or Section 8.12(b), the Borrower shall, within 90 days of notice from the Administrative Agent that the Administrative Agent has reasonably determined that title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) exist with respect to such Properties, either (i) cure any such title defects, exceptions or omissions (including defects or exceptions as to priority) which are not permitted by Section 9.03, (ii) substitute Mortgaged Properties with no title defects, exceptions or omissions except for Immaterial Title Deficiencies and Excepted Liens (subject to the provisos at the end of such definition) having at least an equivalent value as determined in the most recent Reserve Report, or (iii) deliver title information in form and substance acceptable reasonably satisfactory to the Administrative Agent covering enough of the with respect to other 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, reasonably satisfactory title information on at least (w) eighty percent (80%) of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior Minimum Title Information with respect to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties evaluated in the APOD, most recently delivered Reserve Report (collectively, the “Title Coverage Minimum”).
(b) If the Company has provided title information for additional and other Oil and Gas Properties submitted as Mortgaged Properties under Section 8.13(athe foregoing clause (ii), the Company shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice free from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects defects, exceptions 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 omissions (other than Excepted Liens described in clauses (e), (g) and (h) subject to the provisos at the end of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Immaterial Title Coverage MinimumDeficiencies).
(cd) If the Company Borrower is unable to cure take such corrective action as set forth in clause (c) above with respect to any title defect requested defect, exception or omission (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) reasonably identified by the Administrative Agent or the Lenders to be cured within the 90-day period of time required by clause (b) above or the Company Borrower does not comply with timely provide or make reasonably available the requirements to provide acceptable title information covering at least the Minimum Title Coverage MinimumInformation, such default failure shall not be a Default, but instead the Administrative Agent and/or the Majority Required 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Required Lenders are not reasonably satisfied that the Administrative Agent shall have received, together with title information previously delivered to any Mortgaged Property the Administrative Agent, the Minimum Title Information with respect to Oil and Gas Properties evaluated in the most recently delivered Reserve Report free from such title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) after such the 90-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated automatically reduced to take into account such title deficiencies, exceptions or omissions, effective immediately, by an amount as determined by the Administrative Agent to exclude Required Lenders in good faith based upon such criteria as the property subject to a title defect that Required Lenders deem appropriate in their sole discretion and consistent with their normal oil and gas lending criteria as they exist at the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice shall be excluded from the determination time 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 to the reasonable satisfaction of the Administrative Agentdetermination.
Appears in 2 contracts
Sources: Credit Agreement (Atlas Growth Partners, L.P.), Credit Agreement (Atlas Growth Partners, L.P.)
Title Information. (a) On or before The Borrower shall, at all times during the term of this Agreement that any Loan Party owns any Oil and Gas Property after the delivery to of the initial Reserve Report hereunder (if any), make available for review by the Administrative Agent and the Lenders at the chief executive office of the Borrower (or such other location as the Borrower may reasonably select) during normal business hours upon reasonable advance notice to the Borrower, title information reasonably requested by the Administrative Agent covering the Oil and Gas Properties evaluated in the most recently delivered Reserve Report.
(b) In connection with the delivery of each Reserve Report required by Section 8.12(a8.11(a), the Company Parent and the Borrower shall take all commercially reasonable efforts to ensure that the Administrative Agent shall have received or have been provided reasonable access to, on or prior to the date such Reserve Report is required to be delivered pursuant to Section 8.11(a), title information (reasonably satisfactory to the Administrative Agent) as the Administrative Agent may reasonably require with respect to any Oil and Gas Properties evaluated in such Reserve Report so that the Administrative Agent shall have received, together with title information previously reviewed by the Administrative Agent, the Minimum Title Information.
(c) If the Parent and the Borrower has provided or made reasonably available title information for Properties under Section 8.13 (a) or Section 8.13(b), the Parent and the Borrower shall, within 90 days of notice from the Administrative Agent that the Administrative Agent has reasonably determined that title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) exist with respect to such Properties, either (i) cure any such title defects, exceptions or omissions (including defects or exceptions as to priority), (ii) substitute any Mortgaged Properties determined by the Administrative Agent as suffering from title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) with other Properties with no title defects, exceptions or omissions except for Immaterial Title Deficiencies and Excepted Liens (subject to the provisos at the end of such definition) having at least an equivalent value to the substituted Properties as determined in the most recent Reserve Report, and subject such Properties to properly valid and perfected first priority Mortgages, or (iii) deliver title information in form and substance acceptable reasonably satisfactory to the Administrative Agent covering enough of the with respect to other 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, reasonably satisfactory title information on at least (w) eighty percent (80%) of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior Minimum Title Information with respect to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties evaluated in the APOD, most recently delivered Reserve Report (collectively, and other Oil and Gas Properties constituting new Mortgaged Properties pursuant to the “Title Coverage Minimum”foregoing clause (ii).
(b) If the Company has provided title information for additional Properties under Section 8.13(a), the Company shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice free from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects defects, exceptions 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 omissions (other than Excepted Liens described in clauses (e), (g) and (h) subject to the provisos at the end of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Immaterial Title Coverage MinimumDeficiencies).
(c) If the Company is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the period of time required by clause (b) above or the Company does not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimum, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Atlas Energy Group, LLC), Credit Agreement (Atlas Energy Group, LLC)
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty percent (80%) % of the PV-10 total value of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the proved Oil and Gas Properties in (and on at least 80% of the APODtotal value of the proved, (collectively, the “Title Coverage Minimum”)developed and producing reserves) evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice 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 (e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 80% of the Title Coverage Minimumtotal value of the proved Oil and Gas Properties (and on at least 80% of the total value of the proved, developed and producing reserves) evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering 80% of the total value of the proved Oil and Gas Properties (and on at least 80% of the Title Coverage Minimumtotal value of the proved, developed and producing reserves) evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such the 60-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 80% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Majority Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction information on 80% of the Administrative Agenttotal value of the proved Oil and Gas Properties (and on at least 80% of the total value of the proved, developed and producing reserves). This new Borrowing Base shall become effective immediately after receipt of such notice.
Appears in 2 contracts
Sources: Credit Agreement (New Source Energy Partners L.P.), Credit Agreement (New Source Energy Partners L.P.)
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall Borrower will deliver title information in form and substance reasonably 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information in form and substance reasonably acceptable to the Administrative Agent on at least (w) eighty percent (80%) 85% of the PV-10 total value of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the proved Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent may approve in its sole discretion) of written notice 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 (provided that Excepted Liens (other than Excepted Liens of the type described in clauses (ea), (g) b), (c), (d), and (hf) of the definition thereof may exist, but subject to the provisos at the end of such definition) 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, reasonably satisfactory title information in form and substance reasonably acceptable to the Administrative Agent on at least 85% of the Title Coverage Minimumtotal value of the proved Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Required Lenders to be cured within the 60-day period of time required by clause (bor such longer period as the Administrative Agent may approve in its sole discretion) above or the Company Borrower does not comply with the requirements to provide acceptable title information in form and substance reasonably acceptable to the Administrative Agent covering at least 85% of the Title Coverage Minimumtotal value of the proved Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Required 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Required Lenders are not reasonably satisfied with title to any Mortgaged Property after the 60-day period (or such longer period of time as the Administrative Agent may approve in its sole discretion) has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 85% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide title information in form and substance reasonably acceptable to the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction on at least 85% of the Administrative Agenttotal value of the proved Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice.
Appears in 2 contracts
Sources: Credit Agreement (STR Sub Inc.), Credit Agreement (Sitio Royalties Corp.)
Title Information. (a) On or before The Borrower shall, at all times during the delivery to term of this Agreement, make available for review by the Administrative Agent and the Lenders at the chief executive office of the Borrower (or such other location as the Borrower may reasonably select) during normal business hours upon reasonable advance notice to the Borrower, title information reasonably requested by the Administrative Agent covering the Oil and Gas Properties evaluated in the most recently delivered Reserve Report.
(b) In connection with the delivery of each Reserve Report required by Section 8.12(a8.11(a), the Company Borrower shall take all commercially reasonable efforts to ensure that the Administrative Agent shall have received or have been provided reasonable access to, on or prior to the date such Reserve Report is required to be delivered pursuant to Section 8.11(a), title information (reasonably satisfactory to the Administrative Agent) as the Administrative Agent may reasonably require with respect to any Oil and Gas Properties evaluated in such Reserve Report so that the Administrative Agent shall have received, together with title information previously reviewed by the Administrative Agent, the Minimum Title Information.
(c) If the Borrower has provided or made reasonably available title information for Properties under Section 8.12(a) or Section 8.12(b), the Borrower shall, within 90 days of notice from the Administrative Agent that the Administrative Agent has reasonably determined that title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) exist with respect to such Properties, either (i) cure any such title defects, exceptions or omissions (including defects or exceptions as to priority) which are not permitted by Section 9.03, (ii) substitute Mortgaged Properties with no title defects, exceptions or omissions except for Immaterial Title Deficiencies and Excepted Liens (subject to the provisos at the end of such definition) having at least an equivalent value as determined in the most recent Reserve Report, or (iii) deliver title information in form and substance acceptable reasonably satisfactory to the Administrative Agent covering enough of the with respect to other 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, reasonably satisfactory title information on at least (w) eighty percent (80%) of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior Minimum Title Information with respect to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties evaluated in the APOD, most recently delivered Reserve Report (collectively, the “Title Coverage Minimum”).
(b) If the Company has provided title information for additional and other Oil and Gas Properties submitted as Mortgaged Properties under Section 8.13(athe foregoing clause (ii), the Company shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice free from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects defects, exceptions 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 omissions (other than Excepted Liens described in clauses (e), (g) and (h) subject to the provisos at the end of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Immaterial Title Coverage MinimumDeficiencies).
(cd) If the Company Borrower is unable to cure take such corrective action as set forth in clause (c) above with respect to any title defect requested defect, exception or omission (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) reasonably identified by the Administrative Agent or the Lenders to be cured within the 90-day period of time required by clause (b) above or the Company Borrower does not comply with timely provide or make reasonably available the requirements to provide acceptable title information covering at least the Minimum Title Coverage MinimumInformation, such default failure shall not be a Default, but instead the Administrative Agent and/or the Super 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 Majority Lenders. To the extent that the Administrative Agent or the Super Majority Lenders are not reasonably satisfied that the Administrative Agent shall have received, together with title information previously delivered to any Mortgaged Property the Administrative Agent, the Minimum Title Information with respect to Oil and Gas Properties evaluated in the most recently delivered Reserve Report free from such title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) after such the 90-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunderthen outstanding Working Interest Borrowing Base or Partnership Interest Borrowing Base, as applicable, shall be recalculated automatically reduced to take into account such title deficiencies, exceptions or omissions, effective immediately (and the Borrowing Base shall be automatically reduced, effective immediately, upon such adjustment to a component of the Borrowing Base), by an amount as determined by the Administrative Agent Super Majority Lenders in good faith based upon such criteria as the Super Majority Lenders deem appropriate in their sole discretion and consistent with their normal oil and gas lending criteria as they exist at the time of determination. Notwithstanding anything to exclude the property subject contrary contained herein, the failure of any Designated Partnership to hold record title to any Designated Partnership Property shall not be deemed to be a title defect that defect, exception or omission with respect to such Designated Partnership Property for the Company is unable purposes of this Section 8.12 so long as (or has elected not toi) cure. Furthermore, any properties described in such notice shall be excluded from the determination of PV-10 Designated Partnership holds beneficial title to such Designated Partnership Property and Total PDP PV-10 for any other purpose of calculation under the (ii) a Loan Documents unless the applicable Party holds record title defect is cured to the reasonable satisfaction of the Administrative Agentsuch Designated Partnership Property.
Appears in 2 contracts
Sources: Credit Agreement (Atlas Resource Partners, L.P.), Credit Agreement (Atlas Energy, L.P.)
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Proved Oil and Gas Properties of the Loan Parties 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, reasonably satisfactory title information on at least (w) eighty percent (80%) 125% of the PV-10 value of the Proved Developed Producing Reserves of the Company Borrowing Base after giving effect to exploration and its Subsidiaries evaluated in such Reserve Reportproduction activities, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company acquisitions, dispositions and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)production.
(b) If the Company Borrower has provided title information for additional Oil and Gas Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written after notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Oil and Gas Properties, either (i) cure any such title defects or exceptions raised by such information (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 (e), (gf) and (hg) of such definition) 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, reasonably satisfactory title information on at least 125% of the Title Coverage Minimumvalue of the Borrowing Base after giving effect to exploration and production activities, acquisitions, dispositions and production.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the such 60 day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to (i) substitute acceptable Mortgaged Properties with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses (e), (f) and (g) of such definition) having an equivalent value or (ii) provide acceptable title information covering at least 125% of the Title Coverage Minimumvalue of the Borrowing Base after giving effect to exploration and production activities, acquisitions, dispositions and production, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Lenders shall have the right to and, at the direction of the Supermajority Lenders, shall, 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 Majority LendersAgent. To the extent that the Administrative Agent or is not reasonably satisfied that the Majority Lenders are not satisfied Borrower complied with title to any Mortgaged Property the requirements of the preceding sentence after such 60 day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement85% requirement in Section 8.14(a), and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction information covering at least 125% of the Administrative Agentvalue of Borrowing Base after giving effect to exploration and production activities, acquisitions, dispositions and production. This new Borrowing Base shall become effective immediately after receipt of such notice.
Appears in 1 contract
Sources: Credit Agreement (SM Energy Co)
Title Information. (a) On or before The Borrower shall, at all times during the term of this Agreement that any Loan Party owns any Oil and Gas Property after the delivery to of the initial Reserve Report hereunder (if any), make available for review by the Administrative Agent and the Lenders at the chief executive office of the Borrower (or such other location as the Borrower may reasonably select) during normal business hours upon reasonable advance notice to the Borrower, title information reasonably requested by the Administrative Agent covering the Oil and Gas Properties evaluated in the most recently delivered Reserve Report.
(b) In connection with the delivery of each Reserve Report required by Section 8.12(a8.11(a), the Company Parent and the Borrower shall take all commercially reasonable efforts to ensure that the Administrative Agent shall have received or have been provided reasonable access to, on or prior to the date such Reserve Report is required to be delivered pursuant to Section 8.11(a), title information (reasonably satisfactory to the Administrative Agent) as the Administrative Agent may reasonably require with respect to any Oil and Gas Properties evaluated in such Reserve Report so that the Administrative Agent shall have received, together with title information previously reviewed by the Administrative Agent, the Minimum Title Information.
(c) If the Parent and the Borrower has provided or made reasonably available title information for Properties under Section 8.13 (a) or Section 8.13(b), the Parent and the Borrower shall, within 90 days of notice from the Administrative Agent that the Administrative Agent has reasonably determined that title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) exist with respect to such Properties, either (i) cure any such title defects, exceptions or omissions (including defects or exceptions as to priority), (ii) substitute any Mortgaged Properties determined by the Administrative Agent as suffering from title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) with other Properties with no title defects, exceptions or omissions except for Immaterial Title Deficiencies and Excepted Liens (subject to the provisos at the end of such definition) having at least an equivalent value to the substituted Properties as determined in the most recent Reserve Report, and subject such Properties to properly valid and perfected second priority Mortgages (subject only in priority to the Liens pursuant to the First Lien Loan Documents), or (iii) deliver title information in form and substance acceptable reasonably satisfactory to the Administrative Agent covering enough of the with respect to other 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, reasonably satisfactory title information on at least (w) eighty percent (80%) of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior Minimum Title Information with respect to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties evaluated in the APOD, most recently delivered Reserve Report (collectively, and other Oil and Gas Properties constituting new Mortgaged Properties pursuant to the “Title Coverage Minimum”foregoing clause (ii).
(b) If the Company has provided title information for additional Properties under Section 8.13(a), the Company shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice free from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects defects, exceptions 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 omissions (other than Excepted Liens described in clauses (e), (g) and (h) subject to the provisos at the end of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Immaterial Title Coverage MinimumDeficiencies).
(c) If the Company is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the period of time required by clause (b) above or the Company does not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimum, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative Agent.
Appears in 1 contract
Title Information. (a) On (i) Within 90 days following the Effective Date (or such longer period as to which the Majority Lenders consent) and (ii) on or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall Borrower will deliver title information in form and substance reasonably 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, reasonably satisfactory title information on at least (w) eighty percent (80%) % of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the total proved value of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 90 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice from the Administrative Agent that title defects or exceptions exist with respect to such additional PropertiesProperties (or such longer period as Majority Lenders may agree), 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 (e), (g) and (h) of such definition) 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, reasonably satisfactory title information on at least 80% of the Title Coverage Minimumvalue of the Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 90-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least 80% of the Title Coverage Minimumvalue of the Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such the 90-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 80% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Majority Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction information on 80% of the Administrative Agentvalue of the Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice.
Appears in 1 contract
Title Information. (ai) On or before the delivery to the Administrative Agent (for delivery to the Holders) and the Lenders EOC of each Reserve Report required by Section 8.12(a6.11(a), the Company shall Parent and the Issuer will deliver title information in form and substance reasonably acceptable to the Administrative Agent covering enough (at the direction of the Requisite Holders) covering the proved Oil and Gas Properties evaluated by such Reserve Report that were not included in as requested by the immediately preceding Reserve Report, so that Agent (at the Administrative Agent shall have receivedrequest of the Requisite Holders) covering, together with title information previously delivered to the Administrative AgentAgent and EOC, reasonably satisfactory title information on at least (w) eighty eighty-five percent (8085%) of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 “PV-10” of the Proved Reserves of the Company and its Subsidiaries evaluated in by such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)Report.
(bii) If the Company has Parent and the Issuer have provided title information for additional Properties under Section 8.13(a6.12(a), the Company Parent and the Issuer shall, or shall cause the applicable Note Party to, within sixty (60) days (or such longer period of time later date as may be agreed to by which the Administrative Agent in its sole discretionRequisite Holders agree) of written after notice from the Administrative Agent (at the direction of the Requisite Holders) that title defects or exceptions exist with respect to such additional PropertiesProperties which are not Excepted Liens or other Liens permitted by Section 7.02, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not Excepted Liens or other Liens permitted by Section 9.03 7.02 raised by such information, information or (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses (e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent and EOC so that the Administrative Agent and EOC shall have received, together with title information previously delivered to the Administrative AgentAgent and EOC, reasonably satisfactory title information on at least eighty-five percent (85%) of the Title Coverage Minimum“PV-10” of the Proved Reserves evaluated by such Reserve Report.
(ciii) If the Company Parent, the Issuer or such Note Party is unable to cure any title defect requested by the Administrative Agent (at the request of the Requisite Holders) or the Lenders Holders to be cured within the sixty (60) day period of time required by clause (bor such later period, as applicable) above or the Company does Parent and the Issuer do not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimumunder Section 6.12(a), such default shall not be a Default, but instead the Administrative Agent (at the direction of the Requisite Holders) and/or the Majority Lenders Requisite Holders 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 (at the direction of the Requisite Holders) or the Majority LendersHolders. To the extent that the Administrative Agent or the Majority Lenders Requisite Holders are not reasonably satisfied with title to any Mortgaged such proved Oil and Gas Property after such sixty (60) day period of time (or such later period, as applicable) has elapsed, the Issuer shall, at the request of the Agent (at the direction of the Requisite Holders), (i) resubmit a revised Reserve Report to the Agent (for delivery to the Holders)
Exhibit 4.1 and EOC removing such unacceptable Mortgaged Oil and Gas Property and such revised Reserve Report shall not count towards constitute the Title Coverage Minimum requirement, most recently delivered Reserve Report for all purposes under this Agreement and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating (ii) the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by and compliance with respect to such ratio shall be based upon the Administrative Agent revised Reserve Report delivered under clause (i) above (and, with respect to exclude such Oil and Gas Property that is unacceptable, the property Asset Coverage Ratio shall be calculated and compliance with respect to such ratio shall be subject to a the terms of Section 1.05(a)(ii) for so long as title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in to such notice shall Oil and Gas Property continues to 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 to the reasonable satisfaction of the Administrative Agentunacceptable).
Appears in 1 contract
Sources: Note Purchase Agreement (Riley Exploration Permian, Inc.)
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), to the Company shall extent requested by the Administrative Agent, 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty percent (80%) % of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the total value of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice 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 (e), (g) and (h) of such definition) 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, reasonably satisfactory title information on at least 80% of the Title Coverage Minimumvalue of the Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimum, such default shall not be a Default, but instead the Administrative Agent and/or the 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 80% of the remedy by the Administrative Agent or the Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction value of the Administrative AgentOil and Gas Properties evaluated in the most recent Reserve Report, then the Loans outstanding hereunder shall accrue interest until such cure is affected or such non-compliance ceases at the default rate specified in Section 3.02(c).
Appears in 1 contract
Sources: Second Lien Senior Subordinated Term Loan Agreement (Linn Energy, LLC)
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty percent (80%) % of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the total value of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice from the Administrative Agent that title defects or exceptions (other than, of a (y) nature or type that constitutes a permitted Lien pursuant to Section 9.03 or (z) economically insignificant nature) 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 (e), (g) and (h) of such definitiondefinition and other than, of a (y) nature or type that constitutes a permitted Lien pursuant to Section 9.03 or (z) economically insignificant nature) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 80% of the Title Coverage Minimumvalue of the Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured pursuant to Section 8.13(c) within the such 60-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least 80% of the Title Coverage Minimumvalue of the Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Required 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Required Lenders are not satisfied with title to any Mortgaged Oil and Gas Property after such the 60-day period of time has elapsed, such unacceptable Mortgaged Oil and Gas Property shall not count towards the Title Coverage Minimum 80% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Required Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction information on 80% of the Administrative Agentvalue of the Oil and Gas Properties. This new Borrowing Base shall become effective immediately after the Borrower’s receipt of such notice.
Appears in 1 contract
Sources: Credit Agreement (Rex Energy Corp)
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders Trustee of each Reserve Report required by Section 8.12(a4.13(a), the Company shall 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 Collateral Agent and Trustee shall have received, received together with title information previously delivered to the Administrative AgentCollateral Agent and Trustee, reasonably satisfactory title information on reasonably supporting marketable title with respect to Oil and Gas Properties constituting at least 980% of the total present value (w) eighty percent (80%using a 10% discount rate and as such value is set forth in the most recently delivered Reserve Report) of the PV-10 of the all Proved Reserves and all Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report (in each case using a 10% discount rate and (yas such value is set forth in the most recently delivered Reserve Report) prior as determined by the Company and certified to the APOD Completion DateTrustee; provided that, all in the event that the First Lien Agent grants an extension of the PV-10 Company’s obligation to deliver title information required by any substantively equivalent section of the Proved Reserves First Lien Credit Agreement as in effect on the First Supplemental Indenture Date to this Section 4.14(a) or, if the First Lien Credit Agreement ceases to exist, by any substantively equivalent section of the Credit Facility, then the Company’s obligations under this Section 4.14(a) shall be automatically extended for the length of such extension to the Oil and Gas Properties same extent, without the need for further written modification to this Indenture (but in any case, to a date no longer than thirtysixty (360) days after the APOD, (collectively, the “Title Coverage Minimum”original required date of delivery).
(b) If the Company has provided title information for additional Properties under Section 8.13(a4.14(a), the Company shall, within sixty forty-five (6045) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice from the Administrative Agent any Holder that title defects or exceptions (other than, of a nature or type that constitutes a Permitted Lien) 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 4.28 raised by such information, (ii) substitute reasonably acceptable Mortgaged Properties with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses (e), (g) and (h) of such definitiondefinition and other than, of a nature or type that constitutes a Permitted Lien) having an equivalent reserve classification and an equivalent value (as reasonably determined by the Holders) or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Collateral Agent and Trustee shall have received, together with title information previously delivered to the Administrative AgentCollateral Agent and Trustee, reasonably satisfactory title information on at least the Title Coverage Minimum.
(c) If the Company is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the period of time required by clause (b) above or the Company does not comply with meeting the requirements to provide acceptable title information covering at least the Title Coverage Minimum, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Lenders shall have the right to exercise the following remedy set forth 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative AgentSection 4.14(a).
Appears in 1 contract
Sources: Third Supplemental Indenture (Northern Oil & Gas, Inc.)
Title Information. (a) On or before The Borrower shall, at all times during the delivery to term of this Agreement, make available for review by the Administrative Agent and the Lenders at the chief executive office of the Borrower (or such other location as the Borrower may reasonably select) during normal business hours upon reasonable advance notice to the Borrower, other information reasonably requested by the Administrative Agent covering the Oil and Gas Properties evaluated in the most recently delivered Reserve Report.
(b) In connection with the delivery of each Reserve Report required by Section 8.12(a8.11(a), the Company Borrower shall take all commercially reasonable efforts to ensure that the Administrative Agent shall have received or have been provided reasonable access to, on or prior to the date such Reserve Report is required to be delivered pursuant to Section 8.11(a), title information (reasonably satisfactory to the Administrative Agent) as the Administrative Agent may reasonably require with respect to any Oil and Gas Properties evaluated in such Reserve Report so that the Administrative Agent shall have received, together with title information previously reviewed by the Administrative Agent, the Minimum Title Information.
(c) If the Borrower has provided or made reasonably available title information for Properties under Section 8.13(a) or Section 8.13(b), the Borrower shall, within 90 days of notice from the Administrative Agent that the Administrative Agent has reasonably determined that title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) exist with respect to such Properties, either (i) cure any such title defects, exceptions or omissions (including defects or exceptions as to priority) which are not permitted by Section 9.03, (ii) substitute Mortgaged Properties with no title defects, exceptions or omissions except for Immaterial Title Deficiencies and Excepted Liens (subject to the provisos at the end of such definition) having at least an equivalent value as determined in the most recent Reserve Report, or (iii) deliver title information in form and substance acceptable reasonably satisfactory to the Administrative Agent covering enough of the with respect to other 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, reasonably satisfactory title information on at least (w) eighty percent (80%) of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior Minimum Title Information with respect to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties evaluated in the APOD, most recently delivered Reserve Report (collectively, the “Title Coverage Minimum”).
(b) If the Company has provided title information for additional and other Oil and Gas Properties submitted as Mortgaged Properties under Section 8.13(athe foregoing clause (ii), the Company shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice free from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects defects, exceptions 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 omissions (other than Excepted Liens described in clauses (e), (g) and (h) subject to the provisos at the end of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Immaterial Title Coverage MinimumDeficiencies).
(c) If the Company is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the period of time required by clause (b) above or the Company does not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimum, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative Agent.
Appears in 1 contract
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a8.11(a), the Company shall Borrower will deliver title information in form and substance reasonably 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty percent (80%) 90% of the PV-10 total value of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the proved Oil and Gas Properties in (and on at least 90% of the APODtotal value of the proved, (collectively, the “Title Coverage Minimum”)developed and producing reserves) evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a8.12(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice from the Administrative Agent (or within 90 days of such notice, with the consent of the Administrative Agent, which consent shall not be unreasonably withheld) 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 (e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 90% of the Title Coverage Minimumvalue of the Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves) evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period of time required by clause (bor 90-day period, if applicable) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering 90% of the value of the Oil and Gas Properties (and on at least 90% of the Title Coverage Minimumtotal value of the proved, developed and producing reserves) evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Required 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Required Lenders are not satisfied with title to any Mortgaged Property after such the 60-day period of time (or 90-day period, if applicable) has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 90% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Required Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction information on 90% of the Administrative Agentvalue of the Oil and Gas Properties (and on at least 90% of the total value of the proved, developed and producing reserves). This new Borrowing Base shall become effective immediately after receipt of such notice.
Appears in 1 contract
Title Information. (aA) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a6.12(A), the Company shall Borrower will deliver title information in form and substance acceptable to the Administrative Agent Required Lenders covering (i) 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 has received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty percent (80%) the Threshold Amount of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 total value of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior attributable to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties evaluated by such Reserve Report, and (ii) any additional unproven and undeveloped interests obtained by Borrower in the APOD, (collectively, Louisiana Austin Chalk Properties and Cotton Valley Properties since the “Title Coverage Minimum”)delivery of the immediately preceding Reserve Report.
(bB) If the Company Borrower has provided title information for additional Properties under Section 8.13(a6.13(A), the Company Borrower shall, within sixty (60) 90 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice from the Administrative Agent Required Lenders 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 7.3 raised by such information, (iii) substitute acceptable Mortgaged Properties with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses (eE), (gG) and (hH) of such definition) having an equivalent value or (iiii) deliver title information in form and substance acceptable to the Administrative Agent Required Lenders so that the Administrative Agent shall have has received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on (x) at least the Title Coverage Minimum.
(c) If the Company is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the period of time required by clause (b) above or the Company does not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimum, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Threshold Amount of the remedy by the Administrative Agent or the Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction value of the Administrative AgentOil and Gas Properties evaluated by such Reserve Report and (y) such additional unproven and undeveloped interests obtained by Borrower in the Louisiana Austin Chalk Properties and Cotton Valley Properties since the delivery of the immediately preceding Reserve Report.
Appears in 1 contract
Sources: Multidraw Term Loan Agreement (Petroquest Energy Inc)
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), to the Company shall extent requested by the Administrative Agent, the Borrower will deliver title information in form and substance reasonably 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty percent (80%) of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the portion of the Oil and Gas Properties in evaluated by such Reserve Report, not to exceed 80% of the APODtotal value thereof, (collectively, as may be reasonably requested by the “Title Coverage Minimum”)Administrative Agent.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice 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 (e), (g) and (h) of such definition) 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, reasonably satisfactory title information on at least such portion of the Title Coverage MinimumOil and Gas Properties evaluated by such Reserve Report, not to exceed 80% of the total value thereof, as may be reasonably requested by the Administrative Agent.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimumas required by Section 8.13(a) and Section 8.13(b), such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not reasonably satisfied with title to any Mortgaged Property after such the 60-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirementrequirements of Section 8.13(a) and Section 8.13(b), and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and then outstanding Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, Reserve Value shall be recalculated reduced by an amount as determined by the Administrative Agent Majority Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable (or has elected not toinformation pursuant to Section 8.13(a) cureand Section 8.13(b). Furthermore, any properties described in This new Total Reserve Value shall become effective immediately after receipt of such notice 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 to the reasonable satisfaction of the Administrative Agentnotice.
Appears in 1 contract
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty percent (80%) % of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the total value of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice from the Administrative Agent that title defects or exceptions (other than, of a (y) nature or type that constitutes a permitted Lien pursuant to Section 9.03 or (z) economically insignificant nature) 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 (e), (g) and (h) of such definitiondefinition and other than, of a (y) nature or type that constitutes a permitted Lien pursuant to Section 9.03 or (z) economically insignificant nature) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 80% of the Title Coverage Minimumvalue of the Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured pursuant to Section 8.13(b) within the such 60-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least 80% of the Title Coverage Minimumvalue of the Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property Oil and Gas Properties after such the 60-day period of time has elapsed, such unacceptable Mortgaged Property Oil and Gas Properties shall not count towards the Title Coverage Minimum eighty percent (80%) requirement, and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative Agent.
Appears in 1 contract
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall Borrower will deliver title information in form and substance reasonably 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 80% (w) eighty percent (80%by NPV) of the PV-10 of total Proved Reserves attributable to the Proved Developed Producing Reserves of the Company Oil and its Subsidiaries Gas Properties evaluated in such Reserve Report, (x) eighty percent (with such 80%) of the PV-10 of the % first being satisfied from Proved Developed Producing Reserves, next from Proved Developed Nonproducing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the thereafter from Proved Reserves of the of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)Undeveloped Reserves.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty forty-five (6045) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice 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 (e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 80% (by NPV) of the Title Coverage MinimumOil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 45-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least 80% (by NPV) of the Title Coverage MinimumOil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such the 45-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 80% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable information on 80% (or has elected not toby NPV) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative AgentOil and Gas Properties evaluated in the most recent Reserve Report. This new Borrowing Base shall become effective immediately after receipt of such notice.
Appears in 1 contract
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall Borrower will deliver title information in form and substance reasonably 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 80% (w) eighty percent (80%by NPV) of the PV-10 of total Proved Reserves attributable to the Proved Developed Producing Reserves of the Company Oil and its Subsidiaries Gas Properties evaluated in such Reserve Report, (x) eighty percent (with such 80%) of the PV-10 of the % first being satisfied from Proved Developed Producing Reserves, next from Proved Developed Nonproducing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the thereafter from Proved Reserves of the of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)Undeveloped Reserves.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty forty‑five (6045) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice 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 (e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 80% (by NPV) of the Title Coverage MinimumOil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 45‑day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least 80% (by NPV) of the Title Coverage MinimumOil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such the 45‑day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 80% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable information on 80% (or has elected not toby NPV) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative AgentOil and Gas Properties evaluated in the most recent Reserve Report. This new Borrowing Base shall become effective immediately after receipt of such notice.
Appears in 1 contract
Title Information. (a) On or before Within thirty (30) days after the delivery to the Administrative Agent and the Revolving Credit Lenders of each Reserve Report required by Section 8.12(a), the Company shall Borrower will deliver title information in form and substance reasonably 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (wi) eighty percent (80%) 85% of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the total value of the Oil and Gas Properties in evaluated by such Reserve Report and (ii) 85% of the APOD, (collectively, total value of the “Title Coverage Minimum”)Oil and Gas Properties that are classified as proved developed nonproducing reserves and proved developed producing reserves evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written after notice 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 Permitted Liens 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 (e), (g) and (hj) of such definition) having an aggregate equivalent value or (iii) deliver title information in form and substance acceptable to reasonably requested by the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Title Coverage Minimumto comply with Section 8.13(a).
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide reasonably acceptable title information covering at least the Title Coverage Minimumprovided for in Section 8.13(a), such default shall not be a Default or Event of Default, but instead the Administrative Agent and/or the Majority Required 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 Majority Required Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such period of time has elapsed, : such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirementrequirement provided for in Section 8.13(a), and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Required Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable (or has elected not to) cureinformation as required in Section 8.13(a). Furthermore, any properties described in This new Borrowing Base shall become effective immediately after receipt of such notice 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 to the reasonable satisfaction of the Administrative Agentnotice.
Appears in 1 contract
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty percent (80%) % of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the total value of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice from the Administrative Agent that title defects or exceptions (other than, of a (y) nature or type that constitutes a permitted Lien pursuant to Section 9.03 or (z) economically insignificant nature) 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 (e), (g) and (h) of such definitiondefinition and other than, of a (y) nature or type that constitutes a permitted Lien pursuant to Section 9.03 or (z) economically insignificant nature) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 80% of the Title Coverage Minimumvalue of the Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured pursuant to Section 8.13(c) within the such 60-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least 80% of the Title Coverage Minimumvalue of the Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such the 60-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 80% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Majority Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction information on 80% of the Administrative Agentvalue of the Oil and Gas Properties. This new Borrowing Base shall become effective immediately after the Borrower’s receipt of such notice.
Appears in 1 contract
Sources: Credit Agreement (Rex Energy Corp)
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a)8.12(a), the Company shall Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the proved 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, received together with title information previously delivered to the Administrative Agentdelivered, reasonably satisfactory title information on at least (wi) eighty percent until thirty (30) days after the Effective Date, 80%) % of the PV-10 total value of the Proved Developed Producing Reserves of the Company proved Oil and its Subsidiaries Gas Properties evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in by such Reserve Report and (yii) prior to the APOD Completion Datethereafter, all 85% of the PV-10 total value of the Proved Reserves of the of the proved Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section Section 8.13(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice 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 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 (e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent they shall have received, together with title information previously delivered to the Administrative Agentdelivered, reasonably satisfactory title information on at least until thirty (30) days after the Title Coverage MinimumEffective Date, 80% of the value of the Oil and Gas Properties evaluated by such Reserve Report and (ii) thereafter, 85% of the total value of the proved Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least until thirty (30) days after the Title Coverage MinimumEffective Date, 80% of the value of the Oil and Gas Properties evaluated in the most recent Reserve Report and (ii) thereafter, 85% of the value of the Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Required 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Required Lenders are not satisfied with title to any Mortgaged Property after such the 60-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 80% or 85%, as applicable requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Required Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable (information on 80% or has elected not to) cure. Furthermore85%, any properties described in such notice 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 as applicable title defect is cured to the reasonable satisfaction of the Administrative Agentvalue of the Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice.
Appears in 1 contract
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall Borrowers 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, received together with title information previously delivered to the Administrative Agentdelivered, reasonably satisfactory title information on at least (w) eighty percent (80%) of the PV-10 Engineered Value of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the proved Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company has Borrowers have provided title information for additional Properties under Section 8.13(a), the Company Borrowers shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice 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 Collateral which constitutes Oil and Gas Properties and with no title defects or exceptions except for the Second Lien and Excepted Liens (other than Excepted Liens described in clauses (e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent they shall have received, together with title information previously delivered to the Administrative Agentdelivered, reasonably satisfactory title information on at least eighty percent (80%) of the Title Coverage Minimumvalue of the proved Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Company is Borrowers are unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period of time required by clause (b) above or the Company does Borrowers do not comply with the requirements to provide acceptable title information covering at least eighty percent (80%) of the Title Coverage Minimumvalue of the proved Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Required 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Required Lenders are not satisfied with title to any Mortgaged Property after such the 60-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum eighty percent (80%) requirement, and the Administrative Agent may send a written notice to the Company Borrowers and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Required Lenders to exclude cause the property subject Borrowers to a be in compliance with the requirement to provide acceptable title defect that the Company is unable information on eighty percent (or has elected not to80%) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative Agentvalue of the proved Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice.
Appears in 1 contract
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a)8.12, and at such other times as Administrative Agent shall request, the Company shall Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Oil and Gas Properties of the Borrower and its subsidiaries evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have received, received together with title information previously delivered to the Administrative AgentAgent in respect of Proved Oil and Gas Properties constituting Mortgaged Property, reasonably satisfactory title information on at least (w) eighty percent (80%) 95% of the PV-10 PV-9 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company has provided Borrower is required to provide title information for additional Oil and Gas Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time later date as may be agreed to determined by the Administrative Agent in its sole discretionAgent) of written after notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Oil and Gas Properties, either take any or a combination of the following actions such that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on at least 95% of the PV-9 of the Proved Oil and Gas Properties evaluated by such Reserve Report:
(i) cure any such title defects or exceptions (including defects or exceptions as to priority) which that 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 (e), (g) and (h) of such definition) in respect of such Oil and Gas Properties,
(ii) substitute acceptable Mortgaged Properties with no title defects or exceptions (other than title defects or exceptions that are Excepted Liens (other than Excepted Liens described in clauses (e), (g) and (h) of such definition)) having an equivalent PV-9 and total value or and/or
(iii) deliver title information in respect of such Oil and Gas Properties in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Title Coverage Minimum.
(c) If If, at any time, the Company is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimumof Section 8.13(a) or (b), such default shall failure to comply shall, by itself, not be constitute a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after : such period of time has elapsed, such unacceptable Mortgaged Property Oil and Gas Properties shall not count towards the Title Coverage Minimum 95% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Majority Lenders that that the PV-10 and Total PDP PV-10 PV-9 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, compliance with Section 9.01 shall be recalculated as determined by the Administrative Agent to exclude the any property subject to a title defect that the Company Borrower is unable (or has elected not to) cure. FurthermoreUpon receipt of such notice, any properties described the covenant in such notice Section 9.01 shall be excluded from retested with such recalculated PV-9.
(d) In respect of any Midstream Assets not covered by the determination title information delivered in clauses (a) through (c) above, the Borrower shall, and shall cause each of PV-10 and Total PDP PV-10 for any other purpose of calculation under its subsidiaries to, deliver to the Administrative Agent such information as the Administrative Agent shall deem reasonably necessary to verify the Loan Documents unless the applicable title defect is cured to the reasonable satisfaction Parties’ ownership of the Administrative Agenteasements, rights of way, fee-owned real estate and other real estate interests necessary to use, operate and maintain the Midstream Assets.
Appears in 1 contract
Title Information. (a) On or prior to the date that is 60 days after the Effective Date (or such later date acceptable to the Administrative Agent in its sole discretion in writing), the Borrower shall furnish to the Administrative Agent title information as the Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of title to at least 80% of the total value of the proved Oil and Gas Properties (and on at least 80% of the total value of the proved, developed and producing reserves) evaluated in the Initial Reserve Report, and the results thereof shall be acceptable to the Administrative Agent in its sole and absolute discretion.
(b) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty percent (80%) % of the PV-10 total value of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the proved Oil and Gas Properties in (and on at least 80% of the APODtotal value of the proved, (collectively, the “Title Coverage Minimum”)developed and producing reserves) evaluated by such Reserve Report.
(bc) If the Company Borrower has provided title information for additional Properties under Section 8.13(a8.13(b), the Company Borrower shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice 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 (e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 80% of the Title Coverage Minimumtotal value of the proved Oil and Gas Properties (and on at least 80% of the total value of the proved, developed and producing reserves) evaluated by such Reserve Report.
(cd) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering 80% of the total value of the proved Oil and Gas Properties (and on at least 80% of the Title Coverage Minimumtotal value of the proved, developed and producing reserves) evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such the 60-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 80% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Majority Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction information on 80% of the Administrative Agenttotal value of the proved Oil and Gas Properties (and on at least 80% of the total value of the proved, developed and producing reserves). This new Borrowing Base shall become effective immediately after receipt of such notice.
Appears in 1 contract
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall Borrower will deliver title information in form and substance reasonably 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information in form and substance reasonably acceptable to the Administrative Agent on at least 85% of the total present value (w) eighty using a nine percent (809%) discount rate) of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the proved Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent may approve in its sole discretion) of written notice 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 (provided that Excepted Liens (other than Excepted Liens of the type described in clauses (ea), (g) b), (c), (d), and (hf) of the definition thereof may exist, but subject to the provisos at the end of such definition) 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, reasonably satisfactory title information in form and substance reasonably acceptable to the Administrative Agent on at least 85% of the Title Coverage Minimumtotal present value (using a nine percent (9%) discount rate) of the proved Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Required Lenders to be cured within the 60-day period of time required by clause (bor such longer period as the Administrative Agent may approve in its sole discretion) above or the Company Borrower does not comply with the requirements to provide acceptable title information in form and substance reasonably acceptable to the Administrative Agent covering at least 85% of the Title Coverage Minimumtotal present value (using a nine percent (9%) discount rate) of the proved Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Required 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Required Lenders are not reasonably satisfied with title to any Mortgaged Property after the 60-day period (or such longer period of time as the Administrative Agent may approve in its sole discretion) has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 85% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide title information in form and substance reasonably acceptable to the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction on at least 85% of the Administrative Agenttotal present value (using a nine percent (9%) discount rate) of the proved Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice.
Appears in 1 contract
Title Information. (aA) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a6.12(A), the Company shall Borrower will deliver title information in form and substance acceptable to the Administrative Agent Required Lenders covering (i) 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 has received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty percent (80%) the Threshold Amount of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 total value of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior attributable to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties evaluated by such Reserve Report, and (ii) any additional unproven and undeveloped interests obtained by Borrower in the APOD, (collectively, Louisiana Austin Chalk Properties and Cotton Valley Properties since the “Title Coverage Minimum”)delivery of the immediately preceding Reserve Report.
(bB) If the Company Borrower has provided title information for additional Properties under Section 8.13(a6.13(A), the Company Borrower shall, within sixty (60) 90 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice from the Administrative Agent Required Lenders 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 7.3 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 (eE), (gG) and (hH) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent Required Lenders so that the Administrative Agent shall have has received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on (x) at least the Title Coverage Minimum.
(c) If the Company is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the period of time required by clause (b) above or the Company does not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimum, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Threshold Amount of the remedy by the Administrative Agent or the Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction value of the Administrative AgentOil and Gas Properties evaluated by such Reserve Report and (y) such additional unproven and undeveloped interests obtained by Borrower in the Louisiana Austin Chalk Properties and Cotton Valley Properties since the delivery of the immediately preceding Reserve Report.
Appears in 1 contract
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a)8.12, and at such other times as Administrative Agent shall request, the Company shall Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Oil and Gas Properties of the Borrower and its subsidiaries evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have received, received together with title information previously delivered to the Administrative AgentAgent in respect of Proved Oil and Gas Properties constituting Mortgaged Property, reasonably satisfactory title information on at least (w) eighty percent (80%) 95% of the PV-10 PV-9 of the Proved Developed Producing Reserves of the Company Oil and its Subsidiaries Gas Properties evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in by such Reserve Report and (y) prior to the APOD Completion Date, all 95% of the PV-10 total value of the Proved Reserves of the of the all Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company has provided Borrower is required to provide title information for additional Oil and Gas Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written after notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Oil and Gas Properties, either take any or a combination of the following actions such that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on at least 95% of the PV-9 of the Proved Oil and Gas Properties evaluated by such Reserve Report and 95% of the total value of all Oil and Gas Properties evaluated by such Reserve Report:
(i) cure any such title defects or exceptions (including defects or exceptions as to priority) which that 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 (e), (g) and (h) of such definition)) in respect of such Oil and Gas Properties,
(ii) substitute acceptable Mortgaged Properties with no title defects or exceptions (other than title defects or exceptions that are Excepted Liens (other than Excepted Liens described in clauses (e), (g) and (h) of such definition)) having an equivalent PV-9 and total value or and/or (iii) deliver title information in respect of such Oil and Gas Properties in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Title Coverage Minimum.
(c) If If, at any time, the Company is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimumof Section 8.12(a) or (b), such default shall failure to comply shall, by itself, not be constitute a Default, but instead the Administrative Agent and/or the Majority Revolving 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after : such period of time has elapsed, such unacceptable Mortgaged Property Oil and Gas Properties shall not count towards the Title Coverage Minimum 95% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Majority Revolving Lenders that (A) the PV-10 then existing Borrowing Base and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder(B) each Revolving Credit Lender’s then existing Revolving Credit Commitment, shall be recalculated reduced to reflect the exclusion of such Oil and Gas Properties by an amount as determined by the Required Revolving Credit Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title information on 95% of the PV-9 and total value Oil and Gas Properties remaining in the Borrowing Base. This new Borrowing Base shall become effective immediately after receipt of such notice.
(d) In respect of any Midstream Assets not covered by the title information delivered in clauses (a) through (c) above, the Borrower shall, and shall cause each of its subsidiaries to, deliver to the Administrative Agent such information as the Administrative Agent shall deem reasonably necessary to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice shall be excluded from the determination of PV-10 and Total PDP PV-10 for any other purpose of calculation under verify the Loan Documents unless the applicable title defect is cured to the reasonable satisfaction Parties’ ownership of the Administrative Agenteasements, rights of way, fee-owned real estate and other real estate interests necessary to use, operate and maintain the Midstream Assets.
Appears in 1 contract
Sources: Credit Agreement (Vanguard Natural Resources, Inc.)
Title Information. (a) On Subject to Section 8.19, on or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall Borrower will deliver title information in form and substance reasonably 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information in form and substance reasonably acceptable to the Administrative Agent on at least (w) eighty percent (80%) 85% of the PV-10 total value of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the proved Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If Subject to Section 8.19, if the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent may approve in its sole discretion) of written notice 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 (provided that Excepted Liens (other than Excepted Liens of the type described in clauses (ea), (gb), (c), (d), (f) and (hm) of the definition thereof may exist, but subject to the provisos at the end of such definition) 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, reasonably satisfactory title information in form and substance reasonably acceptable to the Administrative Agent on at least 85% of the Title Coverage Minimumtotal value of the proved Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Required Lenders to be cured within the 60-day period of time required by clause (bor such longer period as the Administrative Agent may approve in its sole discretion) above or the Company Borrower does not comply with the requirements to provide acceptable title information in form and substance reasonably acceptable to the Administrative Agent covering at least 85% of the Title Coverage Minimumtotal value of the proved Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Required 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Required Lenders are not reasonably satisfied with title to any Mortgaged Property after the 60-day period (or such longer period of time as the Administrative Agent may approve in its sole discretion) has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 85% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide title information in form and substance reasonably acceptable to the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction on at least 85% of the Administrative Agenttotal value of the proved Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice.
Appears in 1 contract
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall Borrower will deliver title information in form and substance reasonably 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (wi) eighty percent (80%) of the PV-10 of the Oil and Gas Properties constituting Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report representing at least 90% of the total present value (using a 10% discount rate and as such value is set forth in the Initial Reserve Report, (x) eighty percent (80%) of the PV-10 of the all Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (yii) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties constituting Proved Reserves evaluated in such Reserve Report representing at least 90% of the total present value (using a 10% discount rate and as such value is set forth in the APOD, (collectively, the “Title Coverage Minimum”)Initial Reserve Report) of all Proved Reserves evaluated in such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 45 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice from the Administrative Agent that title defects or exceptions (other than, of a nature or type that constitutes a permitted Lien pursuant to Section 9.03) 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 Section 9.03 raised by such information, (ii) substitute reasonably acceptable Mortgaged Properties with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses (e), (g) and (h) of such definitiondefinition and other than, of a nature or type that constitutes a permitted Lien pursuant to Section 9.03) having an equivalent reserve classification and an equivalent value (as reasonably determined by the Administrative Agent) 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, reasonably satisfactory title information on at least the Title Coverage Minimum.
(c) If the Company is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the period of time required by clause (b) above or the Company does not comply with meeting the requirements to provide acceptable title information covering at least the Title Coverage Minimum, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Lenders shall have the right to exercise the following remedy set forth 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative AgentSection 8.13(a).
Appears in 1 contract
Sources: Term Loan Credit Agreement (Northern Oil & Gas, Inc.)
Title Information. (a) On or before The Borrower shall, at all times during the delivery to term of this Agreement, make available for review by the Administrative Agent and the Lenders at the chief executive office of the Borrower (or such other location as the Borrower may reasonably select) during normal business hours upon reasonable advance notice to the Borrower, other information reasonably requested by the Administrative Agent covering the Oil and Gas Properties evaluated in the most recently delivered Reserve Report.
(b) In connection with the delivery of each Reserve Report required by Section 8.12(a8.11(a), the Company Borrower shall take all commercially reasonable efforts to ensure that the Administrative Agent shall have received or have been provided reasonable access to, on or prior to the date such Reserve Report is required to be delivered pursuant to Section 8.11(a), title information (reasonably satisfactory to the Administrative Agent) as the Administrative Agent may reasonably require with respect to any Oil and Gas Properties evaluated in such Reserve Report so that the Administrative Agent shall have received, together with title information previously reviewed by the Administrative Agent, the Minimum Title Information.
(c) If the Borrower has provided or made reasonably available title information for Properties under Section 8.12(a) or Section 8.12(b), the Borrower shall, within 90 days of notice from the Administrative Agent that the Administrative Agent has reasonably determined that title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) exist with respect to such Properties, either (i) cure any such title defects, exceptions or omissions (including defects or exceptions as to priority) which are not permitted by Section 9.03, (ii) substitute Mortgaged Properties with no title defects, exceptions or omissions except for Immaterial Title Deficiencies and Excepted Liens (subject to the provisos at the end of such definition) having at least an equivalent value as determined in the most recent Reserve Report, or (iii) deliver title information in form and substance acceptable reasonably satisfactory to the Administrative Agent covering enough of the with respect to other 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, reasonably satisfactory title information on at least (w) eighty percent (80%) of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior Minimum Title Information with respect to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties evaluated in the APOD, most recently delivered Reserve Report (collectively, the “Title Coverage Minimum”).
(b) If the Company has provided title information for additional and other Oil and Gas Properties submitted as Mortgaged Properties under Section 8.13(athe foregoing clause (ii), the Company shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice free from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects defects, exceptions 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 omissions (other than Excepted Liens described in clauses (e), (g) and (h) subject to the provisos at the end of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Immaterial Title Coverage MinimumDeficiencies).
(c) If the Company is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the period of time required by clause (b) above or the Company does not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimum, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative Agent.
Appears in 1 contract
Title Information. (a) On or before The Borrower shall, at all times during the delivery to term of this Agreement, make available for review by the Administrative Agent and the Lenders at the chief executive office of the Borrower (or such other location as the Borrower may reasonably select) during normal business hours upon reasonable advance notice to the Borrower, title information reasonably requested by the Administrative Agent covering the Oil and Gas Properties evaluated in the most recently delivered Reserve Report.
(b) In connection with the delivery of each Reserve Report required by Section 8.12(a8.11(a), the Company Borrower shall take all commercially reasonable efforts to ensure that the Administrative Agent shall have received or have been provided reasonable access to, on or prior to the date such Reserve Report is required to be delivered pursuant to Section 8.11(a), title information (reasonably satisfactory to the Administrative Agent) as the Administrative Agent may reasonably require with respect to any Oil and Gas Properties evaluated in such Reserve Report so that the Administrative Agent shall have received, together with title information previously reviewed by the Administrative Agent, the Minimum Title Information.
(c) If the Borrower has provided or made reasonably available title information for Properties under Section 8.12(a) or Section 8.12(b), the Borrower shall, within 90 days of notice from the Administrative Agent that the Administrative Agent has reasonably determined that title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) exist with respect to such Properties, either (i) cure any such title defects, exceptions or omissions (including defects or exceptions as to priority) which are not permitted by Section 9.03, (ii) substitute Mortgaged Properties with no title defects, exceptions or omissions except for Immaterial Title Deficiencies and Excepted Liens (subject to the provisos at the end of such definition) having at least an equivalent value as determined in the most recent Reserve Report, or (iii) deliver title information in form and substance acceptable reasonably satisfactory to the Administrative Agent covering enough of the with respect to other 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, reasonably satisfactory title information on at least (w) eighty percent (80%) of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior Minimum Title Information with respect to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties evaluated in the APOD, most recently delivered Reserve Report (collectively, the “Title Coverage Minimum”).
(b) If the Company has provided title information for additional and other Oil and Gas Properties submitted as Mortgaged Properties under Section 8.13(athe foregoing clause (ii), the Company shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice free from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects defects, exceptions 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 omissions (other than Excepted Liens described in clauses (e), (g) and (h) subject to the provisos at the end of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Immaterial Title Coverage MinimumDeficiencies).
(cd) If the Company Borrower is unable to cure take such corrective action as set forth in clause (c) above with respect to any title defect requested defect, exception or omission (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) reasonably identified by the Administrative Agent or the Lenders to be cured within the 90-day period of time required by clause (b) above or the Company Borrower does not comply with timely provide or make reasonably available the requirements to provide acceptable title information covering at least the Minimum Title Coverage MinimumInformation, such default failure shall not be a Default, but instead the Administrative First Lien Agent and/or the Super Majority Lenders under the First Lien Credit Agreement shall have the right to exercise the following remedy remedies provided in their sole discretion from time the First Lien Credit Agreement in respect thereof. Notwithstanding anything to timethe contrary contained herein, and the failure of any failure Designated Partnership to so exercise this remedy at hold record title to any time Designated Partnership Property shall not be deemed to be a waiver title defect, exception or omission with respect to such Designated Partnership Property for the purposes of this Section 8.12 so long as to future exercise of the remedy by the Administrative Agent or the Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with (i) such Designated Partnership holds beneficial title to any Mortgaged such Designated Partnership Property after and (ii) a Loan Party holds record title to such period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative AgentDesignated Partnership Property.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Atlas Resource Partners, L.P.)
Title Information. (a) On or before In connection with the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a9.12(a), the Company shall Borrower will, if requested by the Administrative Agent, deliver title information consistent with usual and customary standards for the geographic regions in form which the Borrowing Base Properties are located, taking into account the size, scope and substance acceptable to number of leases and ▇▇▇▇▇ of the Administrative Agent Borrower and its Subsidiaries covering enough of the Oil and Gas Borrowing Base Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty ninety percent (8090%) of the PV-10 PV-9 of the Proved Developed Producing Reserves of the Company and its Subsidiaries all Borrowing Base Properties evaluated in by such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”).
(b) If the Company Borrower has provided title information for additional Borrowing Base Properties under Section 8.13(a), 9.13(a) the Company Borrower shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written after notice from the Administrative Agent that title defects or exceptions (excluding Liens permitted by Section 10.2) exist with respect to such additional Borrowing Base Properties, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03 10.2 raised by such information, (ii) substitute provide satisfactory title information for acceptable Mortgaged oil and gas property constituting Collateral or other Borrowing Base Properties with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses (e), (g) and (h) of such definition) having an equivalent value in substitution for such additional Borrowing Base Properties or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Title Coverage Minimum.
ninety percent (c90%) If the Company is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the period of time required by clause (b) above or the Company does not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimum, such default shall not be a Default, but instead the Administrative Agent and/or the 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 PV-9 of all Borrowing Base Properties evaluated by the Administrative Agent or the Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, shall be recalculated as determined by the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative AgentReserve Report.
Appears in 1 contract
Sources: Senior Secured Super Priority Debtor in Possession Credit Agreement (Denbury Resources Inc)
Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall Borrower will deliver title information (including title reports, title opinions and other title information) in form and substance acceptable to the Administrative Agent (or such information will have been made available in a manner reasonably 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, received together with title information previously delivered or made available to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty eighty-five percent (8085%) of the total PV-10 of the Proved Developed Producing Reserves each of the Company (i) total Proved Reserves, and its Subsidiaries (ii) total Proved Reserves classified as “proved developed producing”, as each is evaluated in by such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”).
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties that cause the Borrower not to have good and defensible title to such 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 (e), (g) and (h) of such definition) permitted under Section 9.03 having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent or make available such information in a manner reasonably acceptable to the Administrative Agent) so that the Administrative Agent shall have received, together with title information previously delivered or made available to the Administrative Agent, reasonably satisfactory title information on at least eighty-five percent (85%) of the Title Coverage Minimumtotal PV-10 of each of the (i) total Proved Reserves, and (ii) total Proved Reserves classified as “proved developed producing”, as each is evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any such title defect requested by the Administrative Agent or the Lenders to be cured within the sixty (60) day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least eighty-five percent (85%) of the Title Coverage Minimumtotal PV-10 of each of the (i) total Proved Reserves, and (ii) total Proved Reserves classified as “proved developed producing,” as each is evaluated by such Reserve Report, such default failure shall not be a Default, but instead the Administrative Agent and/or the Majority Required 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are is not reasonably satisfied with title to any Mortgaged Property after such the sixty (60) day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum eighty-five percent (85%) requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable information on at least eighty-five percent (or has elected not to85%) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction of the Administrative Agenttotal PV-10 of each of the (i) total Proved Reserves, and (ii) total Proved Reserves classified as “proved developed producing,” as each is evaluated by such Reserve Report.
Appears in 1 contract
Title Information. (a) On or before The Borrower shall, at all times during the delivery to term of this Agreement, make available for review by the Administrative Agent and the Lenders at the chief executive office of the Borrower (or such other location as the Borrower may reasonably select) during normal business hours upon reasonable advance notice to the Borrower, title information reasonably requested by the Administrative Agent covering the Oil and Gas Properties evaluated in the most recently delivered Reserve Report.
(b) In connection with the delivery of each Reserve Report required by Section 8.12(a8.11(a), the Company Borrower shall take all commercially reasonable efforts to ensure that the Administrative Agent shall have received or have been provided reasonable access to, on or prior to the date such Reserve Report is required to be delivered pursuant to Section 8.11(a), title information (reasonably satisfactory to the Administrative Agent) as the Administrative Agent may reasonably require with respect to any Oil and Gas Properties evaluated in such Reserve Report so that the Administrative Agent shall have received, together with title information previously reviewed by the Administrative Agent, the Minimum Title Information.
(c) If the Borrower has provided or made reasonably available title information for Properties under Section 8.12(a) or Section 8.12(b), the Borrower shall, within 90 days of notice from the Administrative Agent that the Administrative Agent has reasonably determined that title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) exist with respect to such Properties, either (i) cure any such title defects, exceptions or omissions (including defects or exceptions as to priority) which are not permitted by Section 9.03, (ii) substitute Mortgaged Properties with no title defects, exceptions or omissions except for Immaterial Title Deficiencies and Excepted Liens (subject to the provisos at the end of such definition) having at least an equivalent value as determined in the most recent Reserve Report, or (iii) deliver title information in form and substance acceptable reasonably satisfactory to the Administrative Agent covering enough of the with respect to other 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, reasonably satisfactory title information on at least (w) eighty percent (80%) of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior Minimum Title Information with respect to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties evaluated in the APOD, most recently delivered Reserve Report (collectively, the “Title Coverage Minimum”).
(b) If the Company has provided title information for additional and other Oil and Gas Properties submitted as Mortgaged Properties under Section 8.13(athe foregoing clause (ii), the Company shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice free from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects defects, exceptions 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 omissions (other than Excepted Liens described in clauses (e), (g) and (h) subject to the provisos at the end of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Immaterial Title Coverage MinimumDeficiencies).
(cd) If the Company Borrower is unable to cure take such corrective action as set forth in clause (c) above with respect to any title defect requested defect, exception or omission (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) reasonably identified by the Administrative Agent or the Lenders to be cured within the 90-day period of time required by clause (b) above or the Company Borrower does not comply with timely provide or make reasonably available the requirements to provide acceptable title information covering at least the Minimum Title Coverage MinimumInformation, such default failure shall not be a Default, but instead the Administrative Agent and/or the Super 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 Majority Lenders. To the extent that the Administrative Agent or the Super Majority Lenders are not reasonably satisfied that the Administrative Agent shall have received, together with title information previously delivered to any Mortgaged Property the Administrative Agent, the Minimum Title Information with respect to Oil and Gas Properties evaluated in the most recently delivered Reserve Report free from such title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) after such the 90-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated automatically reduced to take into account such title deficiencies, exceptions or omissions, effective immediately, by an amount as determined by the Administrative Agent Super Majority Lenders in good faith based upon such criteria as the Super Majority Lenders deem appropriate in their sole discretion and consistent with their normal oil and gas lending criteria as they exist at the time of determination. Notwithstanding anything to exclude the property subject contrary contained herein, the failure of any Designated Partnership to hold record title to any Designated Partnership Property shall not be deemed to be a title defect that defect, exception or omission with respect to such Designated Partnership Property for the Company is unable purposes of this Section 8.12 so long as (or has elected not toi) cure. Furthermore, any properties described in such notice shall be excluded from the determination of PV-10 Designated Partnership holds beneficial title to such Designated Partnership Property and Total PDP PV-10 for any other purpose of calculation under the (ii) a Loan Documents unless the applicable Party holds record title defect is cured to the reasonable satisfaction of the Administrative Agentsuch Designated Partnership Property.
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Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a)8.12, and at such other times as Administrative Agent shall request, the Company shall Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Oil and Gas Properties of the Borrower and its subsidiaries evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have received, received together with title information previously delivered to the Administrative AgentAgent in respect of Proved Oil and Gas Properties constituting Mortgaged Property, reasonably satisfactory title information on at least (w) eighty percent (80%) 95% of the PV-10 PV-9 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company has provided Borrower is required to provide title information for additional Oil and Gas Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time later date as may be agreed to determined by the Administrative Agent in its sole discretionAgent) of written after notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Oil and Gas Properties, either take any or a combination of the following actions such that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on at least 95% of the PV-9 of the Proved Oil and Gas Properties evaluated by such Reserve Report:
(i) cure any such title defects or exceptions (including defects or exceptions as to priority) which that 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 (e), (g) and (h) of such definition) in respect of such Oil and Gas Properties,
(ii) substitute acceptable Mortgaged Properties with no title defects or exceptions (other than title defects or exceptions that are Excepted Liens (other than Excepted Liens described in clauses (e), (g) and (h) of such definition)) having an equivalent PV-9 and total value or and/or (iii) deliver title information in respect of such Oil and Gas Properties in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least the Title Coverage Minimum.
(c) If So long as the Company Borrowing Base is unable to cure greater than zero, if, at any title defect requested by time, the Administrative Agent or the Lenders to be cured within the period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least the Title Coverage Minimumof Section 8.13(a) or (b), such default shall failure to comply shall, by itself, not be constitute a Default, but instead the Administrative Agent and/or the Majority Revolving 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after : such period of time has elapsed, such unacceptable Mortgaged Property Oil and Gas Properties shall not count towards the Title Coverage Minimum 95% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Majority Revolving Lenders that (A) the PV-10 then existing Borrowing Base and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder(B) each Revolving Credit Lender’s then existing Revolving Credit Commitment, shall be recalculated reduced to reflect the exclusion of such Oil and Gas Properties by an amount as determined by the Required Revolving Credit Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title information on 95% of the PV-9 and total value Oil and Gas Properties remaining in the Borrowing Base. This new Borrowing Base shall become effective immediately after receipt of such notice.
(d) In respect of any Midstream Assets not covered by the title information delivered in clauses (a) through (c) above, the Borrower shall, and shall cause each of its subsidiaries to, deliver to the Administrative Agent such information as the Administrative Agent shall deem reasonably necessary to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice shall be excluded from the determination of PV-10 and Total PDP PV-10 for any other purpose of calculation under verify the Loan Documents unless the applicable title defect is cured to the reasonable satisfaction Parties’ ownership of the Administrative Agenteasements, rights of way, fee-owned real estate and other real estate interests necessary to use, operate and maintain the Midstream Assets.
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Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall Borrower will deliver title information in form and substance reasonably 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information in form and substance reasonably acceptable to the Administrative Agent on at least (w) eighty percent (80%) 85% of the PV-10 total value of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the proved Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent may approve in its sole discretion) of written notice 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 (provided that Excepted Liens (other than Excepted Liens of the type described in clauses (ea), (gb), (c), (d), (f) and (hm) of the definition thereof may exist, but subject to the provisos at the end of such definition) 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, reasonably satisfactory title information in form and substance reasonably acceptable to the Administrative Agent on at least 85% of the Title Coverage Minimumtotal value of the proved Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Required Lenders to be cured within the 60-day period of time required by clause (bor such longer period as the Administrative Agent may approve in its sole discretion) above or the Company Borrower does not comply with the requirements to provide acceptable title information in form and substance reasonably acceptable to the Administrative Agent covering at least 85% of the Title Coverage Minimumtotal value of the proved Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Required 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Required Lenders are not reasonably satisfied with title to any Mortgaged Property after the 60-day period (or such longer period of time as the Administrative Agent may approve in its sole discretion) has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 85% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide title information in form and substance reasonably acceptable to the Administrative Agent to exclude the property subject to a title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction on at least 85% of the Administrative Agenttotal value of the proved Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice.
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Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), upon the Company shall deliver request of the Administrative Agent, the Borrower will deliver, or make available for review at the Borrower’s offices, title information in form and substance acceptable to the Administrative Agent covering enough of the proved 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty percent (80%) 75% of the PV-10 total value of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the proved Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written after notice 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 (e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 75% of the Title Coverage Minimumtotal value of the proved Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure (or elects not to cure) any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least 75% of the Title Coverage Minimumvalue of the proved Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Required 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Required Lenders are not satisfied with title to any Mortgaged Property after such the 60-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 75% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Required Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction information on 75% of the Administrative Agentvalue of the proved Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice.
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Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Company shall Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the proved 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, received together with title information previously delivered to the Administrative Agentdelivered, reasonably satisfactory title information on at least (w) eighty eighty-five percent (8085%) of the PV-10 total present value of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the proved Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice 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 information9.03, (ii) substitute acceptable Mortgaged Properties acceptable to the Administrative Agent with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses (e), (g) and (h) of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent it shall have received, together with title information previously delivered to the Administrative Agentdelivered, reasonably satisfactory title information on at least eighty-five percent (85%) of the Title Coverage Minimumtotal present value of the proved Oil and Gas Properties evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least eighty-five percent (85%) of the Title Coverage Minimumtotal present value of the proved Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Required 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 any Agent or the Majority Lenders. To the extent that the Administrative Agent or the Majority Required Lenders are not reasonably satisfied with title to any Mortgaged Property after such the 60-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum eighty-five percent (85%) requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Required Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that information on at least eighty-five percent (85%) of the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice shall be excluded from total present value of the determination proved Oil and Gas Properties 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 to the reasonable satisfaction Parties. This new Borrowing Base shall become effective immediately after receipt of the Administrative Agentsuch notice.
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Title Information. (a) On or prior to the Closing Date, unless otherwise agreed to by Agent, Parent and its Subsidiaries will deliver title information in form and substance acceptable to Agent covering enough of the Oil and Gas Properties evaluated by the Initial Reserve Report, so that Agent shall have received, together with title information previously delivered to Agent, satisfactory title information on at least 80% of the Total Reserve Value of the Proved Oil and Gas Properties evaluated by the Initial Reserve Report.
(b) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a5.20(a), the Company shall Parent and its Subsidiaries 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty percent (80%) % of the PV-10 Total Reserve Value of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 of the Proved Reserves of the Company and its Subsidiaries evaluated in such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)evaluated by such Reserve Report.
(bc) If the Company has Parent or its Subsidiaries have provided title information for additional Properties under Section 8.13(a5.21(b), the Company Parent and its Subsidiaries shall, within sixty (60) 60 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written notice 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 6.2 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions except for Excepted Permitted Liens (other than Excepted Permitted Liens described in clauses (e), clause (g) and (h) of such definition) 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, reasonably satisfactory title information on at least 80% of the Title Coverage MinimumTotal Reserve Value of the Oil and Gas Properties evaluated by such Reserve Report. For purposes of clarity, delivery of such title information in respect of 80% of the value of such Oil and Gas Properties shall not preclude Agent from establishing reserves against the then-existing Borrowing Base pursuant to Section 2.1(b).
(cd) If the Company is Parent and its Subsidiaries are unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period or Parent or any of time required by clause (b) above or the Company does its Subsidiaries do not comply with the requirements to provide acceptable title information covering at least 80% of the Title Coverage MinimumTotal Reserve Value of the Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Required 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Required Lenders are not reasonably satisfied with title to any Mortgaged Property after such the 60-day period of time has elapsed, such unacceptable Mortgaged Property shall not count towards “the Title Coverage Minimum 80% requirement, ,” and the Administrative Agent may send a written notice to the Company Administrative Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Required Lenders to exclude cause Parent and its Subsidiaries to be in compliance with the property subject requirement to a provide acceptable title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction information on 80% of the Administrative AgentTotal Reserve Value of the Proved Oil and Gas Properties pursuant to this Section 5.21. This new Borrowing Base shall become effective immediately after receipt of such notice.
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Title Information. (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), commencing with the Company shall Reserve Report required to be delivered on or prior to March 1, 2019, subject to Section 8.17, the Borrower will deliver title information in form and substance acceptable to reasonably requested by the Administrative Agent pursuant to generally accepted exploration and production industry considerations, and 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, received together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least (w) eighty percent (80%) 85% of the PV-10 of the Proved Developed Producing Reserves of the Company and its Subsidiaries evaluated in such Reserve Report, (x) eighty percent (80%) of the PV-10 value of the Proved Reserves of the Company Borrower and its Restricted Subsidiaries evaluated in by such Reserve Report and (y) prior to the APOD Completion Date, all of the PV-10 of the Proved Reserves of the of the Oil and Gas Properties in the APOD, (collectively, the “Title Coverage Minimum”)Report.
(b) If the Company Borrower has provided title information for additional Properties under Section 8.13(a), the Company Borrower shall, within sixty (60) 60 days (or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion) of written after notice 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 (e), (g) and (h) of such definition) having an aggregate equivalent value or (iii) deliver title information in form and substance acceptable to reasonably requested by the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 85% of the Title Coverage Minimumvalue of the Proved Reserves of the Borrower and its Restricted Subsidiaries evaluated by such Reserve Report.
(c) If the Company Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period of time required by clause (b) above or the Company Borrower does not comply with the requirements to provide acceptable title information covering at least 85% of the Title Coverage Minimumvalue of the Proved Reserves of the Borrower and its Restricted Subsidiaries evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the 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 Majority Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after such period of time has elapsed, : such unacceptable Mortgaged Property shall not count towards the Title Coverage Minimum 85% requirement, and the Administrative Agent may send a written notice to the Company Borrower and the Lenders that the PV-10 and Total PDP PV-10 for purposes of calculating the Asset Coverage Ratio for all purposes hereunder, then outstanding Borrowing Base shall be recalculated reduced by an amount as determined by the Administrative Agent Required Lenders to exclude cause the property subject Borrower to a be in compliance with the requirement to provide acceptable title defect that the Company is unable (or has elected not to) cure. Furthermore, any properties described in such notice 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 to the reasonable satisfaction information on 85% of the Administrative Agentvalue of the Proved Reserves of the Borrower and its Restricted Subsidiaries. This new Borrowing Base shall become effective immediately after receipt of such notice.
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