INFORMATION
CONTAINED IN THE RESERVE REPORT AND ANY OTHER INFORMATION DELIVERED IN
CONNECTION THEREWITH IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS, (II) THE
BORROWER OR ITS SUBSIDIARIES OWN GOOD AND DEFENSIBLE TITLE TO THE OIL AND GAS
PROPERTIES EVALUATED IN SUCH RESERVE REPORT AND SUCH PROPERTIES ARE FREE OF ALL
LIENS EXCEPT FOR LIENS PERMITTED BY SECTION 9.03, (III) EXCEPT AS SET FORTH ON
AN EXHIBIT TO THE CERTIFICATE, ON A NET BASIS THERE ARE NO MATERIAL GAS
IMBALANCES, TAKE OR PAY OR OTHER PREPAYMENTS IN EXCESS OF THE VOLUME SPECIFIED
IN SECTION 7.19 WITH RESPECT TO ITS OIL AND GAS PROPERTIES EVALUATED IN SUCH
RESERVE REPORT WHICH WOULD REQUIRE THE BORROWER OR ANY SUBSIDIARY TO DELIVER
HYDROCARBONS EITHER GENERALLY OR PRODUCED FROM SUCH OIL AND GAS PROPERTIES AT
SOME FUTURE TIME WITHOUT THEN OR THEREAFTER RECEIVING FULL PAYMENT THEREFOR,
(IV) NONE OF THEIR OIL AND GAS PROPERTIES HAVE BEEN SOLD SINCE THE DATE OF THE
LAST BORROWING BASE DETERMINATION EXCEPT AS SET FORTH ON AN EXHIBIT TO THE
CERTIFICATE, WHICH CERTIFICATE SHALL LIST ALL OF ITS OIL AND GAS PROPERTIES SOLD
AND IN SUCH DETAIL AS REASONABLY REQUIRED BY THE ADMINISTRATIVE AGENT,
(V) ATTACHED TO THE CERTIFICATE IS A LIST OF ALL MARKETING AGREEMENTS ENTERED
INTO SUBSEQUENT TO THE LATER OF THE DATE HEREOF OR THE MOST RECENTLY DELIVERED
RESERVE REPORT WHICH THE BORROWER COULD REASONABLY BE EXPECTED TO HAVE BEEN
OBLIGATED TO LIST ON SCHEDULE 7.20 HAD SUCH AGREEMENT BEEN IN EFFECT ON THE DATE
HEREOF AND (VI) ATTACHED THERETO IS A SCHEDULE OF THE OIL AND GAS PROPERTIES
EVALUATED BY SUCH RESERVE REPORT THAT ARE MORTGAGED PROPERTIES AND DEMONSTRATING
THE PERCENTAGE OF THE TOTAL VALUE OF THE OIL AND GAS PROPERTIES THAT THE VALUE
OF SUCH MORTGAGED PROPERTIES REPRESENT IN COMPLIANCE WITH SECTION 8.14(A).
SECTION 8.13.
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 BORROWER WILL DELIVER TITLE INFORMATION IN FORM AND
SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT COVERING ENOUGH OF THE OIL AND
GAS PROPERTIES EVALUATED BY SUCH RESERVE REPORT THAT WERE NOT INCLUDED IN THE
IMMEDIATELY PRECEDING RESERVE REPORT, SO THAT THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED TOGETHER WITH TITLE INFORMATION PREVIOUSLY DELIVERED TO THE
ADMINISTRATIVE AGENT, SATISFACTORY TITLE INFORMATION ON AT LEAST 80% OF THE
TOTAL VALUE OF THE OIL AND GAS PROPERTIES EVALUATED BY SUCH RESERVE REPORT.
(B)
IF THE BORROWER HAS PROVIDED TITLE
INFORMATION FOR ADDITIONAL PROPERTIES UNDER SECTION 8.13(A), THE BORROWER SHALL,
WITHIN 60 DAYS OF NOTICE FROM THE ADMINISTRATIVE AGENT THAT TITLE DEFECTS OR
EXCEPTIONS EXIST WITH RESPECT TO SUCH ADDITIONAL PROPERTIES, EITHER
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(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