Common use of Title Information Clause in Contracts

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

Title Information. At any time Borrower or any of its Restricted Subsidiaries are required to execute and deliver Mortgages to Administrative Agent pursuant to Section 5.1, Borrower shall also deliver to Administrative Agent (a) such evidence of On or before (i) the Closing Date, the Borrower will deliver title information (including but not limited in form and substance reasonably satisfactory to any title opinions available the Administrative Agent) with respect to Borrower) as Administrative Agent shall reasonably require to verify Borrower’s or any such Restricted Subsidiary’s (as applicable) title to an appropriate portion of Borrower’s the Borrowing Base Properties consistent with usual and its Restricted Subsidiaries’ Proved Mineral Interests (customary standards for the geographic regions in which the Borrowing Base Properties are located, taking into account their nature as royalty interests or non-operated working intereststhe size, as applicable); provided that to scope and number of leases and ▇▇▇▇▇ of the extent the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries as is greater than or equal required to ten demonstrate satisfactory title on eighty-five percent (1085%) Recognized Value of the PV-9 value (excluding the PV-9 of any Production Sharing Contracts) of the Borrowing Base Properties (excluding any Oil and Gas Properties subject to Production Sharing Contracts) evaluated by the Initial Reserve Report; and (ii) the date of delivery to the Administrative Agent of each Reserve Report required by Section 9.13(a) following the Closing Date, the Borrower will deliver title information (in form and substance reasonably satisfactory to the Administrative Agent) with respect to the Borrowing Base Properties consistent with usual and customary standards for the geographic regions in which the Borrowing Base Properties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such Subsidiaries as is required to demonstrate satisfactory evidence of title covering properties comprising not less than 80% on eighty-five percent (85%) of the Recognized Value PV-9 value (excluding the PV-9 of all any Production Sharing Contracts) of Borrower’s the Borrowing Base Properties (excluding any Oil and its Restricted Subsidiaries’ non-operated working interestsGas Properties subject to Production Sharing Contracts) evaluated by such Reserve Report; provided that with respect to any Oil and Gas Properties for which title information reasonably acceptable to the Administrative Agent was provided prior to the date of the current request by the Administrative Agent, and the Borrower shall be under no obligation to provide additional title information. (b) If title information has been provided under Section 9.15(a) and the Administrative Agent provides written notice to the Borrower that title defects or exceptions exist with respect to such opinions properties, then the Borrower shall, within sixty (60) days of counsel its receipt of such notice (addressed or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) cure any such title defects or exceptions (including defects or exceptions as to priority of the Collateral Agent’s Liens that are not permitted by Section 10.2) raised by such information, (ii) substitute acceptable Mortgaged Properties having an equivalent value with no title defects or exceptions except for Liens permitted by Section 10.2 and/or (iii) deliver title information (in form and substance reasonably satisfactory to the Administrative Agent) as so that the Administrative Agent shall have received, (including title information previously made available to the Administrative Agent) reasonably require to address the validity and perfection satisfactory title information on at least eighty percent (80%) of the Liens created PV-9 of the Credit Parties’ Borrowing Base Properties evaluated by such Mortgages. Reserve Report. (c) If Borrower fails to provide title information requested under this Section 5.2 within a 90-day period following a request therefor or if Borrower fails to cure any title defect or exception requested by the Administrative Agent or the Banks to be cured cannot be cured or if the Borrower is unable to provide reasonably acceptable title information on at least eighty percent (80%) of the PV-9 of the Credit Parties’ Borrowing Base Properties evaluated by such Reserve Report, in each case, within a 90-day such sixty (60)-day period following such request(or longer period as the Administrative Agent may agree in its reasonable discretion), such failure default shall not be a Default or Event of Default, but instead the Administrative Agent and/or the and Required Banks Lenders shall have the right to exercise adjust the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by Administrative Agent or the Banks. To the extent that Administrative Agent or the Required Banks are not satisfied with title to any Mineral Interest after the 90-day period has elapsed, Administrative Agent may send a notice to Borrower and the Banks that the then outstanding Borrowing Base shall be reduced as contemplated by an amount reasonably determined by the Required Banks in light of such failure to be in compliance with the title requirement set forth in clause (a) of the first sentence of this Section 5.2. This new Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be cured in accordance with Section 4.42.14(g).

Title Information. At any time Borrower or any of its Restricted Subsidiaries are required to execute and deliver Mortgages to Administrative Agent pursuant to Section 5.1, Borrower shall also deliver to Administrative Agent (a) In connection with the certificate required under Section 9.13, the Borrower will deliver, if reasonably requested by the Administrative Agent, title information, that is consistent with usual and customary standards for the geographic regions in which the Borrowing Base Properties are located and that is reasonably acceptable to the Administrative Agent covering Mortgaged Properties with a value of at least 90% of the PV-9 value of the total Proved Developed Producing Reserves included in such evidence of Reserve Report, it being understood that title information provided with respect to Proved Developed Producing Reserves that are not Mortgaged Properties shall not be considered “reasonably satisfactory.” (including but not limited b) If the Borrower has provided title information for additional Proved Developed Reserves under Section 9.14(a) the Borrower shall, within sixty (60) days after notice from the Administrative Agent that title defects exist with respect to such additional Proved Developed Reserves, either (i) cure any such title opinions available defects raised by such information, (ii) substitute acceptable Mortgaged Properties with satisfactory title information having an equivalent value or (iii) deliver title information in form and substance acceptable to Borrower) as the Administrative Agent so that the Administrative Agent shall reasonably require to verify Borrower’s or any such Restricted Subsidiary’s (as applicable) have received, together with title to an appropriate portion of Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that information previously delivered to the extent the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals InterestsAdministrative Agent, then Borrower or any such Restricted Subsidiary shall deliver such reasonably satisfactory evidence of title covering properties comprising not less than 80information on at least 90% of the Recognized Value of all of Borrower’s and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall reasonably require to address the validity and perfection PV-9 value of the Liens created by total Proved Developed Producing Reserves included in such Mortgages. Reserve Report (c) If Borrower fails to provide title information requested under this Section 5.2 within a 90-day period following a request therefor or if the Borrower fails to cure any title defect requested by the Administrative Agent or the Banks to be cured within a 90the 60-day period following pursuant to Section 9.14(b) or the Borrower fails to comply with the requirements to provide acceptable title information covering at least 90% of the PV-9 value of the total Proved Developed Producing Reserves included in such requestReserve Report, such failure shall not be a Default or an Event of Default, but instead the Administrative Agent and/or the Required Banks Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the BanksLenders. To Such remedy is to have the extent that Administrative Agent or the Required Banks are declare that such unacceptable Mortgaged Property shall not satisfied with title to any Mineral Interest after count towards the 90-day period has elapsed% requirement, as the case may be, and the Administrative Agent may send a notice to the Borrower and the Banks Lenders that the then outstanding Borrowing Base shall be reduced by an amount reasonably as determined by the Required Banks in light of such failure Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title requirement set forth information as provided in clause (a) of the first sentence of this Section 5.29.14(a). This new Borrowing Base shall become effective immediately after the Borrower’s receipt of such notice and any resulting Borrowing Base Deficiency such redetermination shall be cured in accordance with Section 4.4not constitute an Interim Redetermination.

Title Information. At any time Borrower or any of its Restricted Subsidiaries are required to execute and deliver Mortgages to Administrative Agent pursuant to Section 5.1, Borrower shall also deliver to Administrative Agent (a) such evidence On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Borrower will deliver title (including but not limited information in form and substance acceptable to any title opinions available to Borrower) as the Administrative Agent covering enough of the Oil and Gas Properties so that the Administrative Agent shall reasonably require to verify Borrower’s or any such Restricted Subsidiary’s (as applicable) have received together with title to an appropriate portion of Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that information previously delivered to the extent Administrative Agent, satisfactory title information which satisfies the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than 80% of the Recognized Value of all of Borrower’s and its Restricted Subsidiaries’ non-operated working interests, and Title Coverage Requirement. (b) If the Borrower has provided title information for additional Properties under Section 8.13(a), the Borrower shall, within 60 days after notice from the Administrative Agent that title defects or exceptions (excluding Excepted Liens) exist with respect to such opinions of counsel additional Properties, either (addressed 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 (excluding Excepted Liens) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent) as Agent so that the Administrative Agent shall reasonably require to address the validity and perfection of the Liens created by such Mortgages. If Borrower fails to provide have received, together with title information requested under this Section 5.2 within a 90-day period following a request therefor or if previously delivered to the Administrative Agent, satisfactory title information which satisfies the Title Coverage Requirement. (c) If the Borrower fails to cure any title defect (excluding Excepted Liens) requested by the Administrative Agent or the Banks to be cured within a 90the 60-day period following such requestor the Borrower fails to comply with the requirements to provide acceptable title information which satisfies the Title Coverage Requirement, such failure shall not be a Default, but instead the Administrative Agent and/or the Required Banks Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the BanksLenders. To Such remedy is to have the extent that Administrative Agent or declare that such unacceptable Mortgaged Property shall not count towards the Required Banks are not satisfied with title to any Mineral Interest after Title Coverage Requirement and for the 90-day period has elapsed, Administrative Agent may to send a notice to the Borrower and the Banks Lenders that the then outstanding Borrowing Base shall be reduced by an amount reasonably as determined by the Required Banks in light of such failure Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title requirement set forth in clause (a) of information which satisfies the first sentence of this Section 5.2Title Coverage Requirement. This new Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be cured in accordance with Section 4.4notice.

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

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

Title Information. At any time Borrower or any of its Restricted Subsidiaries are required to execute and deliver Mortgages to Administrative Agent pursuant to Section 5.1, Borrower shall also deliver to Administrative Agent (a) such evidence On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Borrower will deliver title (including but not limited information in form and substance acceptable to any title opinions available to Borrower) as the Administrative Agent covering enough of the Oil and Gas Properties, so that the Administrative Agent shall reasonably require to verify Borrower’s or any such Restricted Subsidiary’s (as applicable) have received together with title to an appropriate portion of Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that information previously delivered to the extent Administrative Agent, satisfactory title information which satisfies the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals Interests, then Borrower or any such Restricted Subsidiary shall deliver such satisfactory evidence of title covering properties comprising not less than 80% of the Recognized Value of all of Borrower’s and its Restricted Subsidiaries’ non-operated working interests, and Title Coverage Requirement. (b) If the Borrower has provided title information for additional Properties under Section 8.13(a), the Borrower shall, within sixty (60) days after notice from the Administrative Agent that title defects or exceptions (excluding Excepted Liens) exist with respect to such opinions of counsel additional Properties, either (addressed 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 (excluding Excepted Liens) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative Agent) as Agent so that the Administrative Agent shall reasonably require to address the validity and perfection of the Liens created by such Mortgages. If Borrower fails to provide have received, together with title information requested under this Section 5.2 within a 90-day period following a request therefor or if previously delivered to the Administrative Agent, satisfactory title information which satisfies the Title Coverage Requirement. (c) If the Borrower fails to cure any title defect (excluding Excepted Liens) requested by the Administrative Agent or the Banks to be cured within a 90the 60-day period following such requestor the Borrower fails to comply with the requirements to provide acceptable title information which satisfies the Title Coverage Requirement, such failure shall not be a Default, but instead the Administrative Agent and/or the Required Banks Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the BanksLenders. To Such remedy is to have the extent that Administrative Agent or declare that such unacceptable Mortgaged Property shall not count towards the Required Banks are not satisfied with title to any Mineral Interest after Title Coverage Requirement and for the 90-day period has elapsed, Administrative Agent may to send a notice to the Borrower and the Banks Lenders that the then outstanding Borrowing Base shall be reduced by an amount reasonably as determined by the Required Banks in light of such failure Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title requirement set forth in clause (a) of information which satisfies the first sentence of this Section 5.2Title Coverage Requirement. This new Borrowing Base shall become effective immediately after receipt of such notice and any resulting Borrowing Base Deficiency shall be cured in accordance with Section 4.4notice.

Title Information. At any time Borrower or any of its Restricted Subsidiaries are required to execute and deliver Mortgages to Administrative Agent pursuant to Section 5.1, Borrower shall also deliver to Administrative Agent (a) In connection with the certificate required under Section 9.13, the Borrower will deliver, if reasonably requested by the Administrative Agent, title information, that is consistent with usual and customary standards for the geographic regions in which the Borrowing Base Properties are located and that is reasonably acceptable to the Administrative Agent covering Mortgaged Properties with a value of at least 90% of the PV-8 value of the total Proved Developed Producing Reserves included in such evidence of Reserve Report, it being understood that title information provided with respect to Proved Developed Producing Reserves that are not Mortgaged Properties shall not be considered “reasonably satisfactory.” (including but not limited b) If the Borrower has provided title information for additional Proved Developed Reserves under Section 9.14(a) the Borrower shall, within sixty (60) days after notice from the Administrative Agent that title defects exist with respect to such additional Proved Developed Reserves, either (i) cure any such title opinions available defects raised by such information, (ii) substitute acceptable Mortgaged Properties with satisfactory title information having an equivalent value or (iii) deliver title information in form and substance acceptable to Borrower) as the Administrative Agent so that the Administrative Agent shall reasonably require to verify Borrower’s or any such Restricted Subsidiary’s (as applicable) have received, together with title to an appropriate portion of Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests (taking into account their nature as royalty interests or non-operated working interests, as applicable); provided that information previously delivered to the extent the Recognized Value of non-operated working interests owned by Borrower and its Restricted Subsidiaries is greater than or equal to ten percent (10%) Recognized Value of Borrower and its Restricted Subsidiaries’ Proved Minerals InterestsAdministrative Agent, then Borrower or any such Restricted Subsidiary shall deliver such reasonably satisfactory evidence of title covering properties comprising not less than 80information on at least 90% of the Recognized Value of all of Borrower’s and its Restricted Subsidiaries’ non-operated working interests, and (b) such opinions of counsel (addressed to Administrative Agent) as Administrative Agent shall reasonably require to address the validity and perfection PV-8 value of the Liens created by total Proved Developed Producing Reserves included in such Mortgages. Reserve Report (c) If Borrower fails to provide title information requested under this Section 5.2 within a 90-day period following a request therefor or if the Borrower fails to cure any title defect requested by the Administrative Agent or the Banks to be cured within a 90the 60-day period following pursuant to Section 9.14(b) or the Borrower fails to comply with the requirements to provide acceptable title information covering at least 90% of the PV-8 value of the total Proved Developed Producing Reserves included in such requestReserve Report, such failure shall not be a Default or an Event of Default, but instead the Administrative Agent and/or the Required Banks Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the BanksLenders. To Such remedy is to have the extent that Administrative Agent or the Required Banks are declare that such unacceptable Mortgaged Property shall not satisfied with title to any Mineral Interest after count towards the 90-day period has elapsed% requirement, as the case may be, and the Administrative Agent may send a notice to the Borrower and the Banks Lenders that the then outstanding Borrowing Base shall be reduced by an amount reasonably as determined by the Required Banks in light of such failure Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title requirement set forth information as provided in clause (a) of the first sentence of this Section 5.29.14(a). This new Borrowing Base shall become effective immediately after the Borrower’s receipt of such notice and any resulting Borrowing Base Deficiency such redetermination shall be cured in accordance with Section 4.4not constitute an Interim Redetermination.