Common use of Approvals; No Conflicts Clause in Contracts

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of Borrower or any other Person) to be made or obtained by an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligor, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents as required by this Agreement and such Security Documents, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions or Applicable Law applicable to an Obligor, (ii) any Organic Documents of any Obligor, or (iii) any order of any Governmental Authority binding on any Obligor, (c) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor or any Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor or any Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors directors, managers or other governing bodysupervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an ObligorTransactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security DocumentsAgreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligor, (ii) any Organic Documents of any Obligor, regulation or (iii) any order of any Governmental Authority binding on which would not reasonably be expected to have a Material Adverse Effect or (ii) the limited liability company agreements, charter, bylaws or other organizational documents of the Parent or any ObligorRestricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement pursuant to which any Material ContractIndebtedness is outstanding or by which the Parent or any Restricted Subsidiary or any of their Properties is bound, or give rise to a right thereunder to require any payment to be made by any Obligor the Parent or any Subsidiary thereunder such Restricted Subsidiary, and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Parent or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders of its Equity Interests or any class of directors directors, managers or other governing bodysupervisors, as applicable, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security DocumentsAgreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligor, (ii) any Organic Organizational Documents of the Borrower or any Obligor, Restricted Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractindenture or other similar Debt agreement binding upon the Borrower or any Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Restricted Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders members, shareholders, partners or any class of directors managers, directors, or other governing bodypartners, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security DocumentsAgreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligor, (ii) any Organic Organizational Documents of the Borrower or any Obligor, Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractindenture, agreement or other instrument binding upon the Borrower or any Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders of its Equity Interests or any class of directors directors, managers or other governing bodysupervisors, as applicable, whether interested or disinterested, of Borrower or RRI, the Issuer and any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Note Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of financing statements and the Security Documents Instruments as required by this Agreement and such Security DocumentsAgreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, or do not have an adverse effect on the enforceability of the Note Documents and (iii) those third party authorizations, approvals or consents that are customarily obtained following closing, (b) will not violate (i) in any Sanctions material respect, any applicable law or Applicable Law applicable to an Obligor, (ii) any Organic Documents of any Obligor, regulation or (iii) any order of any Governmental Authority binding on or (ii) the Organizational Documents of any ObligorNote Party, (c) will not violate or result in a default under any Material Contractindenture, note, credit agreement or other similar instrument binding upon any Note Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor or any Subsidiary thereunder Note Party and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor or any Subsidiary Note Party (other than the Liens created by the Note Documents and the First Lien Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodypartners, whether interested or disinterested, of Borrower any Obligor, any Pledgor or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Note Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except (i) such as have been obtained or made and are in full force and effect other than (i) or, in the recording and filing reasonable judgment of the Security Documents as required by this Agreement Obligor and such Security DocumentsPledgor, can reasonably be expected to be obtained when needed and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Note Documents, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the charter, (ii) any Organic Documents by-laws or other organizational documents of any Obligor, Obligor or (iii) any Subsidiary or any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractindenture, agreement or other instrument binding upon any Obligor or any Subsidiary or their respective Properties, or give rise to a right thereunder to require any payment to be made by any such Obligor or any such Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor or any Subsidiary (other than the Liens created by the Loan Note Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodydirectors, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents as required by this Agreement and such Security Documents, and (ii) those third party approvals or consents or filings with the SEC pursuant to the Securities Exchange Act of 1934 which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the charter, (ii) by-laws or other organizational documents of the Borrower or any Organic Documents of any Obligor, Restricted Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractindenture, agreement or other instrument binding upon the Borrower or any Restricted Subsidiary or the Borrower’s or such Restricted Subsidiary’s Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Restricted Subsidiary thereunder and (d) will not result in the creation or imposition of of, or the requirement to create, any consensual Lien on any Property of any Obligor the Borrower or any Subsidiary (other than the Liens created by the Loan Documents)Restricted Subsidiary.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodydirectors, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) filings and approvals that will have been obtained prior to the Effective Date or are customarily obtained following an acquisition of Oil and Gas Properties, (ii) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security Documents, and (iiiii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the charter, (ii) by-laws or other organizational documents of the Borrower or any Organic Documents of any Obligor, Restricted Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractindenture, agreement or other instrument binding upon the Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Restricted Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including the shareholders or other equity holders or any class of directors of the Borrower or any other governing bodyPerson, whether interested or disinterested, of Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an ObligorTransactions, except (i) such as have been obtained or made and are in full force and effect other than effect, (iii) the recording filings and filing of recordings necessary to perfect the Liens created hereby and by the Security Documents as required by this Agreement and such Security DocumentsInstruments, and (iiiii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunderhereunder or could not reasonably be expected to have a Material Adverse Effect and (iv) the filing of any required documents with the SEC, (b) will not violate any applicable law or wouldregulation or the charter, individually by-laws or in other Organizational Documents of the aggregateObligors or any Restricted Subsidiary or any order of any Governmental Authority (except, with respect to applicable law or regulations, for such violations that would not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions or Applicable Law applicable to an Obligor, (ii) any Organic Documents of any Obligor, or (iii) any order of any Governmental Authority binding on any Obligor), (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing or governing Material ContractDebt binding upon the Obligors, the Restricted Subsidiaries or their respective Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Obligors or any Restricted Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Obligors or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of PHR, any Future Intermediation Subsidiary, any Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect effect, other than (i) the recording and filing of the Security Documents as required by this Agreement and such Security DocumentsAgreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or wouldcould, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions or Applicable Law applicable to an Obligor, (ii) or any Organic Documents of PHR, any ObligorFuture Intermediation Subsidiary, any Borrower or any Restricted Subsidiary, or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor Borrower, any Restricted Subsidiary, any Future Intermediation Subsidiary or any Subsidiary thereunder PHR and (d) will not result in the creation or imposition of any consensual Lien on any Property of PHR, any Obligor Future Intermediation Subsidiary, any Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents to which each Obligor is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders equityholders, members, partners or any class of directors or other governing bodymanagers, whether interested or disinterested, of Borrower the Obligors or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorobligations under the Loan Documents, except such as have been obtained or made and are in full force and effect effect, other than (i) the recording recordations and filing of filings necessary to perfect Agent’s Liens in the Security Documents Collateral, as required by this Agreement and such Security Documents, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, hereunder and would not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate (i) any Sanctions or Applicable Law applicable to an Obligor, (ii) any Organic Documents of any Obligor, or (iii) any order of any Governmental Authority binding on material to any Obligor’s or its Restricted Subsidiary’s business, (c) will not violate or result in a default under any Material ContractOrganic Documents of any Obligor or any indenture or other material agreement regarding Debt binding upon any Obligor or its Restricted Subsidiaries or its Properties (including the Term Loan Documents), or give rise to a right thereunder to require any payment to be made by any Obligor or any Subsidiary thereunder Obligor, and (d) will not result in the creation or imposition of any consensual Lien on any Sand Property of any Obligor or any Subsidiary its Restricted Subsidiaries (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors directors, managers or other governing bodysupervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an ObligorTransactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security DocumentsAgreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligor, (ii) any Organic Documents of any Obligor, regulation or (iii) any order of any Governmental Authority binding on which would not reasonably be expected to have a Material Adverse Effect or (ii) the limited liability company agreements, charter, bylaws or other organizational documents of the Parent or any ObligorRestricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement pursuant to which any Material ContractIndebtedness is outstanding or by which the Parent or any Restricted Subsidiary or any of their Properties is bound, or give rise to a right thereunder to require any payment to be made by any Obligor the Parent or any Subsidiary thereunder such Restricted Subsidiary, and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Parent or any Restricted Subsidiary (other than the Liens created by the Loan Documents).. Section 7.04

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodydirectors, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except (i) such as have Index been obtained or made and are in full force and effect other than effect, (iii) the recording recordings and filing of filings necessary to perfect the Liens created pursuant to the Security Documents as required by this Agreement and such Security DocumentsInstruments, and (iiiii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunderhereunder or could not reasonably be expected to have a Material Adverse Effect and (iv) the filing of any required documents with the SEC, (b) will not violate any applicable law or would, individually regulation or in the aggregate, Organizational Documents of the Borrower or any Restricted Subsidiary or any order of any Governmental Authority binding upon the Borrower or any Restricted Subsidiary (except for such violations that would not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions or Applicable Law applicable to an Obligor, (ii) any Organic Documents of any Obligor, or (iii) any order of any Governmental Authority binding on any Obligor), (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material ContractIndebtedness binding upon the Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Restricted Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party, nor the consummation of the Transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders of its Equity Interests or any class of directors or other governing bodymanagers, whether interested or disinterested, of Borrower any Loan Party or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan 102563340 43 Document against an Obligor or the consummation of the transactions Transactions contemplated thereby by an Obligorthereby, except (i) such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents as required by this Agreement and such Security Documents, and (ii) those third party approvals or consents whichfilings necessary to perfect, if not made or obtainedand/or maintain the perfection of, would not cause a Default hereunder, or would, individually or in the aggregate, not reasonably be expected to have a Material Adverse EffectLiens created under the Loan Documents, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligor, regulation in any material respect or (ii) any Organic Documents Organizational Document of any ObligorLoan Party or any Subsidiary of any Loan Party or, or (iii) in any material respect, any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or constitute a default under or result in a default under any Material Contractbreach of any indenture, agreement or other instrument binding upon any Loan Party or any Subsidiary of any Loan Party or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by any Obligor such Loan Party or any Subsidiary thereunder such Subsidiary, except to the extent such indenture, agreement or other instrument is not related to Material Indebtedness and such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) will not result in the creation or imposition of any consensual Lien on any Collateral or any other Property of any Obligor Loan Party or any Subsidiary of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (i) execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document and (ii) grant by any Loan Party of the Liens granted by it pursuant to the Security Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of Borrower or any other Person) to be made or obtained by an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an ObligorAuthority, except such as have been obtained or made and are in full force and effect other than (i) and except filings necessary to perfect Liens created under the recording and filing of the Security Documents as required by this Agreement and such Security Loan Documents, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions the Organizational Documents of, or Applicable Law applicable to an Obligor, (ii) any Organic Documents Requirements of Law applicable to, Holdings, the Parent Borrower or any Obligor, or (iii) any order of any Governmental Authority binding on any ObligorRestricted Subsidiary, (c) will not violate or result in a default under any Material Contractindenture or other agreement or instrument evidencing Indebtedness binding upon Holdings, the Parent Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by any Obligor Holdings, the Parent Borrower or any Subsidiary Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property asset of any Obligor Holdings, the Parent Borrower or any Subsidiary (other than the Restricted Subsidiary, except Liens created by under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (i) execution, delivery or performance by, any Loan Party of this Agreement or any other Loan Document and (ii) grant by any Loan Party of the Liens granted by it pursuant to the Security Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of Borrower or any other Person) to be made or obtained by an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an ObligorAuthority, except such as have been obtained or made and are in full force and effect other than (i) and except filings necessary to perfect Liens created under the recording and filing of the Security Documents as required by this Agreement and such Security Loan Documents, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions the Organizational Documents of, or Applicable Law applicable to an Obligor, (ii) any Organic Documents Requirements of Law applicable to, Holdings, the Parent Borrower or any Obligor, or (iii) any order of any Governmental Authority binding on any ObligorRestricted Subsidiary, (c) will not violate or result in a default under any Material Contractindenture or other agreement or instrument evidencing Indebtedness binding upon Holdings, the Parent Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by any Obligor Holdings, the Parent Borrower or any Subsidiary Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property asset of any Obligor Holdings, the Parent Borrower or any Subsidiary (other than the Restricted Subsidiary, except Liens created by under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower and the other Credit Parties of this Fourth Amendment and the other Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodydirectors, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents as required by this Agreement and such Security Documents, Mortgage Amendments and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunderunder the Amended Credit Agreement, or would, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the charter, (ii) bylaws or other organizational documents of the Borrower or any Organic Documents of any Obligor, Restricted Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractindenture, material agreement or other material instrument binding upon the Borrower or any Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Restricted Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders members or any class of directors or other governing bodymanagers, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security DocumentsAgreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligor, (ii) any Organic Organizational Documents of the Borrower or any Obligor, Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractindenture, agreement or other instrument binding upon the Borrower or any Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Subsidiary (other than the Liens created by the Loan DocumentsDocuments and the Liens created under the Second Lien Loan Documents to the extent permitted hereunder and under the Second Lien Intercreditor Agreement).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodydirectors, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the entry by the Bankruptcy Court of the Interim Financing Order or the Final Financing Order, as applicable, (ii) filings with, and approvals from, the SEC, (iii) the recording and or filing of the Security Documents Instruments and related financing statements as required by this Agreement and such Security DocumentsAgreement, and (iiiv) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (v) those necessary to comply with Sections 8.03, 8.09 and 8.14, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the charter, (ii) by-laws or other organizational documents of the Borrower or any Organic Documents of any Obligor, Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractmaterial indenture, agreement or other instrument binding upon the Borrower or any Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Subsidiary thereunder and (d) except as contemplated by this Agreement, the Pre-Petition Credit Agreement and the Pre-Petition Senior Indenture, will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Subsidiary (other than the Liens created by the Loan Documents)Subsidiary.

Approvals; No Conflicts. The Subject to entry of the DIP Order and the terms thereof, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of Borrower or any other Person) to be made or obtained by an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an ObligorTransactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security Documents, the applicable DIP Order and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the charter, (ii) by-laws or other organizational documents of the Borrower or any Organic Documents of any Obligor, Restricted Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default that is not excused by the Bankruptcy Code under any Material Contractindenture, agreement or other instrument binding upon the Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Restricted Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (aviii) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodydirectors, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i1) filings and approvals that will have been obtained prior to the Effective Date or are customarily obtained following an acquisition of Oil and Gas Properties, (ii) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security Documents, and (iiiii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (bix) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the charter, (ii) by-laws or other organizational documents of the Borrower or any Organic Documents of any Obligor, Restricted Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (cx) will not violate or result in a default under any Material Contractindenture, agreement or other instrument binding upon the Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Restricted Subsidiary thereunder and (dxi) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (i) execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document and (ii) grant by any Loan Party of the Liens granted by it pursuant to the Security Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of Borrower or any other Person) to be made or obtained by an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an ObligorAuthority, except such as have been obtained or made and are in full force and effect other than (i) and except filings necessary to perfect Liens created under the recording and filing of the Security Documents as required by this Agreement and such Security Loan Documents, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) the Organizational Documents of any Sanctions Loan Party, or Applicable Law applicable to an Obligor, (ii) any Organic Documents Requirements of Law applicable to any Obligor, or (iii) any order of any Governmental Authority binding on any ObligorLoan Party, (c) will not violate or result in a default under any Material Contractindenture or other agreement or instrument evidencing material Indebtedness binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by any Obligor Holdings, the Borrower or any Subsidiary Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property asset of any Obligor Holdings, the Borrower or any Subsidiary (other than the Restricted Subsidiary, except Liens created by under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c) above) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (axii) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodydirectors, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i1) filings and approvals that will have been obtained prior to the Effective Date or are customarily obtained following an acquisition of Oil and Gas Properties, (ii) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security Documents, and (iiiii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (bxiii) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the charter, (ii) by-laws or other organizational documents of the Borrower or any Organic Documents of any Obligor, Restricted Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (cxiv) will not violate or result in a default under any Material Contractindenture, agreement or other instrument binding upon the Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Restricted Subsidiary thereunder and (dxv) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders of its Equity Interests or any class of directors directors, managers or other governing bodysupervisors, as applicable, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an ObligorTransactions, except such as have been obtained or made and are in full force and effect effect, other than (i) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security DocumentsAgreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually an Event of Default under any provision of this Agreement other than this Section 7.03 or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the limited liability company agreements, (ii) charter, by-laws or other organizational documents of the Borrower or any Organic Documents of any Obligor, Restricted Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractindenture or other agreement regarding Debt binding upon the Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Restricted Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents and the Permitted Second Lien Debt Documents).

Approvals; No Conflicts. The After giving effect to the Confirmation Order and the Prepackaged Plan, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents as required by this Agreement and such Security DocumentsAgreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions or and Applicable Law applicable to an Obligor, (ii) or any Organic Documents of any ObligorBorrower or any Restricted Subsidiary, or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor Borrower or any Restricted Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower and the other Credit Parties of this Third Amendment and the other Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodydirectors, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents Instruments as required by this the Amended Credit Agreement and such Security Documents, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunderunder the Amended Credit Agreement, or would, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the charter, (ii) bylaws or other organizational documents of the Borrower or any Organic Documents of any Obligor, Restricted Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractindenture, material agreement or other material instrument binding upon the Borrower or any Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Restricted Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of Borrower or any other Person) to be made or obtained by an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an ObligorAuthority, except such as have been obtained or made and are in full force and effect other than (i) and except filings necessary to perfect Liens created under the recording and filing of the Security Documents as required by this Agreement and such Security Loan Documents, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions the Organizational Documents of, or Applicable Law applicable to an Obligor, (ii) any Organic Documents Requirements of Law applicable to, Holdings, the Borrower or any Obligor, or (iii) any order of any Governmental Authority binding on any ObligorRestricted Subsidiary, (c) will not violate or result in a default under any Material Contractindenture or other agreement or instrument binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by any Obligor Holdings, the Borrower or any Subsidiary Restricted Subsidiary, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property asset of any Obligor Holdings, the Borrower or any Subsidiary (other than the Restricted Subsidiary, except Liens created by under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodydirectors, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) filings with, and approvals from, the SEC, and approval of the noteholders and the shareholders of the Borrower that will have been obtained prior to the date of the initial funding in connection with the Reorganization, (ii) the recording and or filing of the Security Documents Instruments and related financing statements as required by this Agreement and such Security DocumentsAgreement, and (iiiii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iv) those necessary to comply with Sections 8.03, 8.09 and 8.14, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the charter, (ii) by-laws or other organizational documents of the Borrower or any Organic Documents of any Obligor, Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractmaterial indenture, agreement or other instrument binding upon the Borrower or any Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Subsidiary thereunder and (d) except as contemplated by this Agreement and the Senior Indenture, will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Subsidiary (other than the Liens created by the Loan Documents)Subsidiary.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Borrower or any other Person) to be made or obtained by an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligor, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents as required by this Agreement and such Security Documents, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions or Applicable Law applicable to an Obligor, (ii) any Organic Documents of any Obligor, or (iii) any order of any Governmental Authority binding on any Obligor, (c) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor or 100 US-DOCS\123034949.14 any Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor or any Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The After giving effect to the Confirmation Order and the Prepackaged Plan, theThe Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents as required by this Agreement and such Security DocumentsAgreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions or and Applicable Law applicable to an Obligor, (ii) or any Organic Documents of any ObligorBorrower or any Restricted Subsidiary, or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor Borrower or any Restricted Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower and the other Credit Parties of this First Amendment and the other Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (including the Bankruptcy Court) or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodydirectors, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents as required by this Agreement and such Security Documents, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunderunder the Amended Credit Agreement, or would, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the charter, (ii) bylaws or other organizational documents of the Borrower or any Organic Documents of any Obligor, Restricted Subsidiary or (iii) any order of any Governmental Authority binding on any Obligor(including the DIP Order), (c) will not violate or result in a default under any Material Contractindenture, material agreement or other material instrument binding upon the Borrower or any Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Restricted Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders of its Equity Interests or any class of directors directors, managers or other governing bodysupervisors, as applicable, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an ObligorTransactions, except such as have been obtained or made and are in full force and effect effect, other than (i) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security DocumentsAgreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually an Event of Default under any provision of this Agreement other than this Section 7.03 or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the limited liability company agreements, (ii) charter, by-laws or other organizational documents of the Borrower or any Organic Documents of any Obligor, Restricted Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractindenture or other agreement regarding Debt binding upon the Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Restricted Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents and the First Lien Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders members, shareholders, partners or any class of directors managers, directors, or other governing bodypartners, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security DocumentsAgreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligor, (ii) any Organic Organizational Documents of the Borrower or any Obligor, Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractindenture, agreement or other instrument binding upon the Borrower or any Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodymanagers, as applicable, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security Documents, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any Sanctions applicable material provision of law or Applicable Law applicable to an Obligorregulation or the charter, (ii) any Organic bylaws or other Organizational Documents of the Borrower or any Obligor, Restricted Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any indenture in respect of Material ContractDebt, agreement or other instrument binding upon the Borrower or any Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Restricted Subsidiary, except for violations that could not individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (d) will not violate or result in a default under any Obligor or any Subsidiary thereunder Acquisition Document, and (de) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodydirectors, whether interested or disinterested, of the Parent, the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security DocumentsAgreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil & Gas Properties, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the charter, (ii) by-laws or other organizational documents of the Parent, the Borrower or any Organic Documents of any Obligor, Subsidiary or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractindenture, agreement or other instrument binding upon the Parent, the Borrower or any Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Parent, the Borrower or any Subsidiary thereunder and such Subsidiary, (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Parent, the Borrower or any Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower and each Guarantor of the Loan Documents to which they are a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodydirectors, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents Instruments (and related UCC financing statements) as required by this Agreement and such Security Documents, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, hereunder or would, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, ; (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation or the charter, (ii) bylaws or other organizational documents of the Borrower or any Organic Documents of any Obligor, Restricted Subsidiary or (iii) any order of any Governmental Authority binding on applicable to Borrower or any ObligorRestricted Subsidiary, in each case the violation of which would reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any Subsidiary thereunder such Restricted Subsidiary; and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing bodydirectors, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security DocumentsAgreement, (ii) consents of landlords of leaseholds to be mortgaged pursuant to Section 8.16 and (iiiii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligor, (ii) regulation or any Organic Organization Documents of the Borrower or any ObligorSubsidiary, or (iii) any order of any Governmental Authority binding on any ObligorAuthority, (c) will not violate or result in a default under any Material Contractindenture, agreement or other instrument binding upon the Borrower or any Subsidiary, or its Properties, or give rise to a right thereunder to require any payment to be made by any Obligor the Borrower or any such Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Borrower or any other Person) to be made or obtained by 115 an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligor, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents as required by this Agreement and such Security Documents, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions or Applicable Law applicable to an Obligor, (ii) any Organic Documents of any Obligor, or (iii) any order of any Governmental Authority binding on any Obligor, (c) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor or any Subsidiary thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor or any Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders of its Equity Interests or any class of directors directors, managers or other governing bodysupervisors, as applicable, whether interested or disinterested, of the Borrower or any other Person) to be made or obtained by an Obligor), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligorthereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Documents Instruments as required by this Agreement and such Security Documents, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or would, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any Sanctions applicable law or Applicable Law applicable to an Obligorregulation in any material respect or the charter, (ii) bylaws or other organizational documents of the Borrower or any Organic Documents of Subsidiary in any Obligor, respect or (iii) any order of any Governmental Authority binding on in any Obligormaterial respect, (c) will not violate or result in a default under any indenture, agreement or other instrument in respect of Material ContractDebt binding upon the Borrower or any Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary, (d) will not violate in any Obligor material respect or result in a default under any indenture, agreement or other instrument (other than those in respect of Material Debt) binding upon the Borrower or any Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary, and (de) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor the Borrower or any Subsidiary (other than the Liens created by the Loan Documents).