Common use of Title Work Clause in Contracts

Title Work. Borrowers are not required to deliver new or updated title opinions for Borrowing Base Properties that have been previously delivered to the Lenders on the existing Borrowing Base. Within 120 days after the Effective Date, the Borrowers shall have furnished to the Administrative Agent title documents, including those previously delivered on the existing Borrowing Base Properties, reasonably satisfactory to the Administrative Agent, with respect to the title and Lien status of at least 60% of the PV-10 Value of the Borrowing Base Properties, and, within 180 days after the Effective Date, the Borrowers shall have furnished to the Administrative Agent title documents, including those previously delivered on the existing Borrowing Base Properties, reasonably satisfactory to the Administrative Agent, with respect to the title and Lien status of at least 70% of the PV-10 Value of the Borrowing Base Properties. Thereafter, the Borrowers shall furnish to the Administrative Agent title documents reasonably satisfactory to the Administrative Agent with respect to the title and Lien status of a sufficient number of Properties so that the Administrative Agent shall at all times have title documents with respect to at least 70% of the PV-10 Value of the Borrowing Base Properties of the Borrowers (the “Continuing 70% Test”). If at any time after the 180th day after the Effective Date, the Borrowers fail to provide title documents reasonably satisfactory to the Administrative Agent for a sufficient number of Borrowing Base Properties to meet the Continuing 70% Test, such failure shall not constitute an Event of Default, but the Technical Banks may redetermine the Borrowing Base by written notice to the Borrowers’ Representative as required to bring the Borrowers into compliance with the Continuing 70% Test until such title documents are provided. Without regard to whether the Borrowers provide satisfactory title documents with respect to a particular Oil and Gas Property owned by such Person, such Oil and Gas Property shall, if necessary to meet the requirements of Section 7.9 hereof, be encumbered by a Mortgage in favor of the Administrative Agent for the ratable benefit of the Secured Parties, and shall be included in the collateral.

Title Work. Borrowers are not required to deliver new or updated title opinions for Borrowing Base Properties that have been previously delivered At the First Closing, the Borrower shall furnish to the Lenders on the existing Borrowing Base. Within 120 days after the Effective Date, the Borrowers shall have furnished to the Administrative Agent title documents, including those previously delivered on the existing Borrowing Base Properties, Title Documents reasonably satisfactory to the Administrative Agent, Agent with respect to the title and Lien status of at least 6089% of the PV-10 Value Borrower's and Fxxxxx'x Oil and Gas Real Properties, with such percentage to be calculated by the Loan Values of the Borrowing Base PropertiesBorrower's and Fxxxxx'x Oil and Gas Real Properties as of the First Closing. As soon as possible following the First Closing Date, and, within 180 and in no event later than sixty (60) days after following the Effective First Closing Date, the Borrowers Borrower shall have furnished furnish to the Administrative Agent title documents, including those previously delivered on the existing Borrowing Base Properties, Title Documents reasonably satisfactory to the Administrative Agent, with respect to the title and Lien status of at least 70% of the PV-10 Value of the Borrowing Base Properties. Thereafter, the Borrowers shall furnish to the Administrative Agent title documents reasonably satisfactory to the Administrative Agent with respect to the title and Lien status of a sufficient number of the Oil and Gas Real Properties of Pontotoc and its Subsidiaries to cause the Agent to have Title Documents reasonably satisfactory to the Agent with respect to the title and Lien status of at least 85% of all Oil and Gas Real Properties of the Borrower, Fxxxxx, Pontotoc, and Pontotoc's Subsidiaries that are included in the Borrowing Base, considered on an aggregate basis for all such Persons and calculated according to the Loan Values established for such Oil and Gas Real Properties by the Agent as of the Second Closing Date. At or prior to the addition of any subsequently acquired Oil and Gas Real Properties to the Collateral pursuant to Section 8(b) above, the Borrower shall furnish to the Agent Title Documents reasonably satisfactory to the Agent with respect to the title and Lien status of a sufficient number of such subsequently acquired Oil and Gas Real Properties so that the Administrative Agent shall at all times have title documents Title Documents reasonably satisfactory to the Agent with respect to at least 7085% of the PV-10 Value of the Borrowing Base all Oil and Gas Real Properties of the Borrowers Borrower and the other Restricted Persons that are included in the Borrowing Base, considered on an aggregate basis for all such Persons and calculated according to the Loan Values established for such Oil and Gas Real Properties by the Agent as of the effective date of the addition of the subsequently acquired Oil and Gas Real Properties to the Collateral pursuant to Section 8(b) above (the “"Continuing 7085% Test”"). If If, at any time after the 180th day after the Effective Second Closing Date, the Borrowers fail Borrower fails to provide title documents Title Documents reasonably satisfactory to the Administrative Agent for a sufficient number of Borrowing Base Oil and Gas Real Properties to meet the Continuing 7085% Test, such failure the Agent shall not constitute an Event of Default, but the Technical Banks may redetermine reduce the Borrowing Base by written notice to the Borrowers’ Representative Borrower as required to bring the Borrowers Borrower into compliance with the Continuing 7085% Test until such title documents are providedTest. Without regard to whether the Borrowers provide Borrower or any of other Restricted Person provides satisfactory title documents Title Documents with respect to a particular Oil and Gas Real Property owned by such Person, such Oil and Gas Real Property shall, if necessary to meet the requirements of Section 7.9 hereofnevertheless, be encumbered by a Mortgage mortgage in favor of the Administrative Agent for the ratable benefit Agent, on behalf of the Secured PartiesLenders, and shall be included in the collateralCollateral.

Title Work. Borrowers are not required to deliver new or updated title opinions for Borrowing Base Properties that have been previously delivered to the Lenders on the existing Borrowing Base. Within 120 days after As of the Effective Date, the Borrowers shall have furnished to the Administrative Agent title documents, including those previously delivered on the existing Borrowing Base Properties, Title Documents reasonably satisfactory to the Administrative Agent, Agent with respect to the title and Lien status of at least 6085% of the PV-10 Value all Oil and Gas Real Properties of the Borrowers and any Restricted Subsidiaries that are included in the Borrowing Base PropertiesBase, and, within 180 days after the Effective Date, the Borrowers shall have furnished considered on an aggregate basis for all such Persons and calculated according to the Administrative Loan Values established for such Oil and Gas Real Properties by the Agent title documents, including those previously delivered on the existing Borrowing Base Properties, reasonably satisfactory as of such date. At or prior to the Administrative Agent, with respect addition of any subsequently acquired Oil and Gas Real Properties to the title and Lien status of at least 70% of the PV-10 Value of the Borrowing Base Properties. ThereafterCollateral pursuant to Section 8(b) above, the Borrowers shall furnish to the Administrative Agent title documents Title Documents reasonably satisfactory to the Administrative Agent with respect to the title and Lien status of a sufficient number of such subsequently acquired Oil and Gas Real Properties so that the Administrative Agent shall at all times have title documents Title Documents reasonably satisfactory to the Agent with respect to at least 7085% of the PV-10 Value of the Borrowing Base all Oil and Gas Real Properties of the Borrowers and the other Restricted Subsidiaries that are included in the Borrowing Base, considered on an aggregate basis for all such Persons and calculated according to the Loan Values established for such Oil and Gas Real Properties by the Agent as of the Effective Date of the addition of the subsequently acquired Oil and Gas Real Properties to the Collateral pursuant to Section 8(b) above (the “Continuing 7085% Test”). If If, at any time after the 180th day after the Effective Date, the Borrowers fail to provide title documents Title Documents reasonably satisfactory to the Administrative Agent for a sufficient number of Borrowing Base Oil and Gas Real Properties to meet the Continuing 7085% Test, such failure shall not constitute an Event of Default, but the Technical Banks may redetermine Agent shall reduce the Borrowing Base by written notice to the Borrowers’ Representative Borrowers as required to bring the Borrowers into compliance with the Continuing 7085% Test until such title documents Title Documents are provided. Without regard to whether the Borrowers provide or any Restricted Subsidiary provides satisfactory title documents Title Documents with respect to a particular Oil and Gas Real Property owned by such Person, such Oil and Gas Real Property shall, if necessary to meet the requirements of Section 7.9 hereofnevertheless, be encumbered by a Mortgage mortgage in favor of the Administrative Agent for the ratable benefit Agent, on behalf of the Secured PartiesLenders, and shall be included in the collateralCollateral.