Common use of Title Work Clause in Contracts

Title Work. As of the Effective Date, the Borrowers shall have furnished to the Agent 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 Borrowers and any 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 such 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 Borrowers 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 Agent shall at all times have Title Documents reasonably satisfactory to the Agent with respect to at least 85% of 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 85% Test”). If, at any time after the Effective Date, the Borrowers fail to provide Title Documents reasonably satisfactory to the Agent for a sufficient number of Oil and Gas Real Properties to meet the Continuing 85% Test, such failure shall not constitute an Event of Default, but the Agent shall reduce the Borrowing Base by written notice to the Borrowers as required to bring the Borrowers into compliance with the Continuing 85% Test until such Title Documents are provided. Without regard to whether the Borrowers or any Restricted Subsidiary provides satisfactory Title Documents with respect to a particular Oil and Gas Real Property owned by such Person, such Oil and Gas Real Property shall, nevertheless, be encumbered by a mortgage in favor of the Agent, on behalf of the Lenders, and shall be included in the Collateral.

Title Work. As At the First Closing, the Borrower shall furnish to the Agent Title Documents reasonably satisfactory to the Agent with respect to the title and Lien status of at least 89% of the Effective Borrower's and F▇▇▇▇▇'▇ Oil and Gas Real Properties, with such percentage to be calculated by the Loan Values of the Borrower's and F▇▇▇▇▇'▇ Oil and Gas Real Properties as of the First Closing. As soon as possible following the First Closing Date, and in no event later than sixty (60) days following the First Closing Date, the Borrowers Borrower shall have furnished furnish to the Agent Title Documents reasonably satisfactory to the 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 Borrowers Borrower, F▇▇▇▇▇, Pontotoc, and any Restricted 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 such datethe 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 Borrowers 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 Agent shall at all times have Title Documents reasonably satisfactory to the Agent with respect to at least 85% of all Oil and Gas Real Properties of the Borrowers Borrower and the other Restricted Subsidiaries 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 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 85% Test”"). If, at any time after the Effective Second Closing Date, the Borrowers fail Borrower fails to provide Title Documents reasonably satisfactory to the Agent for a sufficient number of Oil and Gas Real Properties to meet the Continuing 85% Test, such failure shall not constitute an Event of Default, but the Agent shall reduce the Borrowing Base by written notice to the Borrowers Borrower as required to bring the Borrowers Borrower into compliance with the Continuing 85% Test until such Title Documents are providedTest. Without regard to whether the Borrowers Borrower or any of other Restricted Subsidiary Person provides satisfactory Title Documents with respect to a particular Oil and Gas Real Property owned by such Person, such Oil and Gas Real Property shall, nevertheless, be encumbered by a mortgage in favor of the Agent, on behalf of the Lenders, and shall be included in the Collateral.