Common use of Approvals; No Conflicts Clause in Contracts

Approvals; No Conflicts. Except as set forth on Schedule 5.6, the transactions contemplated by this Agreement (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 members, partners, directors or stockholders, whether interested or disinterested, of International or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect or, in the reasonable judgment of International, can reasonably be expected to be obtained if so required, and (ii) those third party approvals or consents which, if not made or obtained, would not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect on the enforceability of this Agreement, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order of any Governmental Authority, and (c) do not constitute with or without notice or the passage of time or both, a material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order of any Governmental Authority, or (ii) any indenture, agreement or other instrument binding upon International or its Properties, or give rise to a right thereunder to require any payment to be made by International except those violations, breaches, defaults, Liens upon the Property of International, terminations, modifications, cancellations, and prepayments which would not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect on International, its business, assets or Properties.

Approvals; No Conflicts. Except as set forth on Schedule 5.6, the transactions contemplated by this Agreement (a) The Debt Transactions 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 members, partners, directors shareholders or stockholdersany class of directors, whether interested or disinterested, of International the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement any Loan Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect orother than the recording and filing of the Security Instruments as required by this Agreement, in the reasonable judgment of International, can reasonably be expected to be obtained if so required, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect an adverse effect on the enforceability of this Agreementthe Loan Documents and those consents, (b) approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, will not violate any applicable law or regulation or (i) the charter, by-laws or other organizational documents of the Company Group Parent, OP LLC, the Borrower, any Restricted Subsidiary or any DevCo or (ii) any applicable law or regulation or any order of any Governmental Authority, and (c) do other than any such violation that could not constitute with reasonably be expected to have a Material Adverse Effect or without notice or an adverse effect on the passage of time or both, a material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, under (i) any applicable law or regulation or the charter, by-laws or other organizational documents enforceability of the Company Group Loan Documents, will not violate or result in a default under any order of any Governmental Authority, or (ii) any material indenture, agreement or other instrument binding upon International the Parent, OP LLC, the Borrower, any Restricted Subsidiary or its any DevCo or their respective Properties, or give rise to a right thereunder to require any payment to be made by International except those violationsthe Parent, breachesOP LLC, defaultsthe Borrower, such Restricted Subsidiary or such DevCo, will not result in the creation or imposition of any Lien on any material Property of the Parent, OP LLC, the Borrower, any Restricted Subsidiary or any DevCo (other than the Liens upon created by the Loan Documents and the Permitted OMP Credit Facility Liens encumbering the Property of International, terminations, modifications, cancellations, and prepayments which would not reasonably be expected the DevCos to have a Material Adverse Effect or do not have a Material Adverse Effect on International, its business, assets or Propertiesthe extent that such Property consists solely of Collateral).

Approvals; No Conflicts. Except as set forth on Schedule 5.6, the transactions contemplated by this Agreement The Transactions (a) except to the extent the approval or consent of the Department of the Interior, United States of America or similar Governmental Authority, as the case may be, is required by applicable law or regulation to the transfer or assignment of an interest in any of the Mortgaged Property, 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 membersholders of Equity Interests or any class of directors, partnersmanagers, directors or stockholderssupervisors, as applicable, whether interested or disinterested, of International the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement any Loan Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect or, in other than the reasonable judgment recording and filing of International, can reasonably be expected to be obtained if so required, the Security Instruments and (ii) those third party approvals or consents which, if not made or obtained, would not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect on the enforceability of financing statements as required by this Agreement, (b) will not violate any applicable law or regulation or the charter, by-laws laws, limited partnership agreement, limited liability company agreements or other organizational documents of the Company Group Borrower or any Restricted Subsidiary or any order of any Governmental Authority, and (c) do will not constitute with or without notice or the passage of time or both, result in a material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, default under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order of any Governmental Authority, or (ii) any indenture, agreement or other instrument binding upon International the Parent, the Borrower, or its any Restricted Subsidiary or their respective Properties, or give rise to a right thereunder to require any payment to be made by International except those violationsthe Parent, breachesthe Borrower, defaultsor any Restricted Subsidiary, Liens upon and (d) will not result in the creation or imposition of any Lien on any Property of Internationalthe Parent, terminationsthe Borrower, modifications, cancellations, and prepayments which would not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect on International, its business, assets or Propertiesany Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. Except as set forth on Schedule 5.6(a) This Agreement, the transactions contemplated by this Agreement Guaranties and the other Loan Documents (ai) do not require any consent or approval of, registration or filing (other than financing statements necessary to perfect the Liens created pursuant to the Collateral Documents) with, or any other action by, any Governmental Authority or any other third party (other than the Administrative Agent, the Lenders or any Affiliate thereof), except such as have been obtained or made and are in full force and effect and listed on Schedule 5.03, (ii) will not violate any applicable Law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries (except for payments made pursuant to and in connection with this Agreement, the Guaranties, the other Loan Documents and the TouchNet Merger Related Documents), and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except for the Liens created by the Collateral Documents. (b) The TouchNet Merger Related Documents (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members, partners, directors or stockholders, whether interested or disinterested, of International or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated therebyparty, except (i) such as have been obtained or made and are in full force and effect orand listed on Schedule 5.03, in the reasonable judgment of International, can reasonably be expected to be obtained if so required, and (ii) those third party approvals or consents which, if not made or obtained, would not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect on the enforceability of this Agreement, (b) will not violate any applicable law material Law or regulation or the charter, by-laws or other organizational documents of the Company Group Borrower or any of its Subsidiaries or any order of any Governmental Authority, and (ciii) do will not constitute with violate or without notice or the passage of time or both, result in a default under any material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order of any Governmental Authority, or (ii) any indenture, agreement or other instrument binding upon International the Borrower or any of its Subsidiaries or its Propertiesassets, or give rise to a right thereunder to require any payment to be made by International the Borrower or any of its Subsidiaries (except those violationsfor payments made pursuant to and in connection with this Agreement, breachesthe Guaranties, defaults, Liens upon the Property of International, terminations, modifications, cancellationsother Loan Documents and the TouchNet Merger Related CHL:83643.8 Documents), and prepayments which would (iv) will not reasonably be expected to have a Material Adverse Effect result in the creation or do not have a Material Adverse Effect imposition of any Lien on Internationalany asset of the Borrower or any of its Subsidiaries, its business, assets or Propertiesexcept for the Liens created by the Collateral Documents. The TouchNet Merger has been consummated in accordance with the TouchNet Merger Agreement and in compliance in all material respects with all applicable Laws and regulatory approvals.

Approvals; No Conflicts. Except as set forth on Schedule 5.6, the transactions contemplated by this Agreement 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 members, partners, directors members or stockholdersany class of managers, whether interested or disinterested, of International the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement any Loan Document or the consummation of the transactions contemplated thereby, except (i) the Bankruptcy Court’s order approving the Plan of Reorganization and such other approvals as have been obtained or made and are in full force and effect orother than (i) the recording and filing of the Security Instruments as required by this Agreement, in the reasonable judgment of International, can reasonably be expected to be obtained if so required, and (ii) those third party approvals or consents which, if not made or obtained, would could not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect an adverse effect on the enforceability of this Agreementthe 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 any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of the Company Group Parent, the Borrower or any Subsidiary or any order of any Governmental Authority, and (c) do will not constitute with violate or without notice or the passage of time or both, result in a material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, default under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order of any Governmental Authority, or (ii) any indenture, agreement or other instrument binding upon International the Parent, the Borrower or its any other Subsidiary or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by International except those violationsthe Parent, breaches, defaults, Liens upon the Borrower or such other Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of Internationalthe Parent, terminationsthe Borrower or any other Subsidiary (other than the Liens created by the Loan Documents, modificationswhich, cancellationsfor the avoidance of doubt, include the Liens created under the Term Loan B Facility and prepayments which would not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect on International, its business, assets or Propertiesany Refinancing Debt thereof).

Approvals; No Conflicts. Except as set forth on Schedule 5.6, the transactions contemplated by this Agreement The Debt 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 members, partners, directors shareholders or stockholdersany class of directors, whether interested or disinterested, of International the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement any Loan Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect orother than (i) the recording and filing of the Security Instruments as required by this Agreement, in the reasonable judgment of International, can reasonably be expected to be obtained if so required, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect an adverse effect on the enforceability of this Agreementthe 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 any applicable law or regulation or (i) the charter, by-laws or other organizational documents of the Company Group Parent, OP LLC, the Borrower, any Restricted Subsidiary or any DevCo or (ii) any applicable law or regulation or any order of any Governmental Authority, and other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, (c) do will not constitute with violate or without notice or the passage of time or both, result in a default under any material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order of any Governmental Authority, or (ii) any indenture, agreement or other instrument binding upon International the Parent, OP LLC, the Borrower, any Restricted Subsidiary or its any DevCo or their respective Properties, or give rise to a right thereunder to require any payment to be made by International except those violationsthe Parent, breachesOP LLC, defaultsthe Borrower, such Restricted Subsidiary or such DevCo, (d) will not result in the creation or imposition of any Lien on any material Property of the Parent, OP LLC, the Borrower, any Restricted Subsidiary or any DevCo (other than the Liens upon created by the Loan Documents and the Permitted OMP Credit Facility Liens encumbering the Property of International, terminations, modifications, cancellations, and prepayments which would not reasonably be expected the DevCos to have a Material Adverse Effect or do not have a Material Adverse Effect on International, its business, assets or Propertiesthe extent that such Property consists solely of Collateral).

Approvals; No Conflicts. Except as set forth on Schedule 5.6, the transactions contemplated by this Agreement 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 members, partners, directors shareholders or stockholdersany class of directors, whether interested or disinterested, of International the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement any Loan Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect or, in other than (i) the reasonable judgment recording and filing of International, can reasonably be expected to be obtained if so required, the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, would not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect an adverse effect on the enforceability of this Agreementthe Loan Documents, (b) other than violations arising as a result of the commencement of the Chapter 11 Cases or where enforcement is stayed as upon commencement of the Chapter 11 Cases or as otherwise excused by the Bankruptcy Court, will not violate any applicable law or regulation or the charter, by-laws bylaws or other organizational documents of the Company Group Borrower or any Subsidiary or any order of any Governmental Authority, and (c) do not constitute with or without notice or the passage of time or both, other than violations arising as a material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, under (i) any applicable law or regulation or the charter, by-laws or other organizational documents result of the Company Group commencement of the Chapter 11 Cases or any order where enforcement is stayed as upon commencement of any Governmental Authoritythe Chapter 11 Cases or as otherwise excused by the Bankruptcy Court, will not violate or (ii) result in a default under any indenture, material agreement or other material instrument binding upon International the Borrower or its any Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by International except those violations, breaches, defaults, Liens upon the Borrower or such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of International, terminations, modifications, cancellations, and prepayments which would not reasonably be expected to have a Material Adverse Effect the Borrower or do not have a Material Adverse Effect on International, its business, assets any Subsidiary (other than the Liens created by the Loan Documents or Propertiesthe DIP Order).

Approvals; No Conflicts. Except as set forth on Schedule 5.6, the transactions contemplated by this Agreement 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 members, partners, directors members or stockholdersany class of managers, whether interested or disinterested, of International the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement any Loan Document or the consummation of the transactions contemplated thereby, except (i) the Bankruptcy Court’s order approving the Plan of Reorganization and such other approvals as have been obtained or made and are in full force and effect orother than (i) the recording and filing of the Security Instruments as required by this Agreement, in the reasonable judgment of International, can reasonably be expected to be obtained if so required, and (ii) those third party approvals or consents which, if not made or obtained, would could not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect an adverse effect on the enforceability of this Agreementthe 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 any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of the Company Group Parent, the Borrower or any Subsidiary or any order of any Governmental Authority, and (c) do will not constitute with violate or without notice or the passage of time or both, result in a material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, default under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order of any Governmental Authority, or (ii) any indenture, agreement or other instrument binding upon International the Parent, the Borrower or its any other Subsidiary or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by International except those violationsthe Parent, breaches, defaults, Liens upon the Borrower or such other Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of Internationalthe Parent, terminationsthe Borrower or any other Subsidiary (other than the Liens created by the Loan Documents which, modificationsfor the avoidance of doubt, cancellations, and prepayments which would not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect on International, its business, assets or Propertiesinclude the Liens created under the First-Out Facility).

Approvals; No Conflicts. Except as set forth on Schedule 5.6, the transactions contemplated by this Agreement 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 members, partners, directors shareholders or stockholdersany class of directors, whether interested or disinterested, of International the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement any Loan Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect orother than (i) the recording or filing of the Security Instruments and related financing statements as required by this Agreement, in the reasonable judgment of International, can reasonably be expected to be obtained if so required, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or and do not have a Material Adverse Effect an adverse effect on the enforceability of this Agreementthe Loan Documents, (iii) routine filings related to the Loan Parties and the operation of their respective businesses and (iv) filings as may be necessary in connection with the exercise of remedies, (b) will not violate any applicable material law or regulation or the charter, by-laws or other organizational documents of the Company Group Borrower or any Subsidiary or any order of any Governmental Authority, and (c) do will not constitute with violate or without notice or the passage of time or both, result in a material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, default under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order of any Governmental Authority, or (ii) any indenture, agreement or other instrument binding upon International the Borrower or its any Subsidiary or their respective Properties, or give rise to a right thereunder to require any payment to be made by International the Borrower or such Subsidiary and (d) except those violations, breaches, defaults, Liens upon as contemplated by this Agreement and the Second Lien Loan Documents will not result in the creation or imposition of any Lien on any Property of International, terminations, modifications, cancellations, and prepayments which would not reasonably be expected to have a Material Adverse Effect the Borrower or do not have a Material Adverse Effect on International, its business, assets or Propertiesany Subsidiary.

Approvals; No Conflicts. Except as set forth on Schedule 5.6, the transactions contemplated by this Agreement 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 members, partners, directors members or stockholdersany class of managers, whether interested or disinterested, of International the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement any Loan Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect orother than (i) the recording and filing of the Security Instruments as required by this Agreement, in the reasonable judgment of International, can reasonably be expected to be obtained if so required, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect an adverse effect on the enforceability of this Agreementthe 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 any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of the Company Group Borrower or any Subsidiary or any order of any Governmental Authority, and (c) do will not constitute with violate or without notice or the passage of time or both, result in a material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, default under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order of any Governmental Authority, or (ii) any indenture, agreement or other instrument binding upon International the Borrower or any Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by International except those violations, breaches, defaults, Liens upon the Borrower or such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of International, terminations, modifications, cancellations, the Borrower or any Subsidiary (other than the Liens created by the Loan Documents and prepayments which would not reasonably be expected the Liens created under the Second Lien Loan Documents to have a Material Adverse Effect or do not have a Material Adverse Effect on International, its business, assets or Propertiesthe extent permitted hereunder and under the Second Lien Intercreditor Agreement).

Approvals; No Conflicts. Except as set forth on Schedule 5.6The execution, delivery and performance by the transactions contemplated by this Agreement Loan Parties of the Loan Documents to which such Loan Parties 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 members, partners, directors or stockholders, whether interested or disinterested, of International or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect oreffect, in each case as of the reasonable judgment Closing Date, (ii) filings and registrations of International, can reasonably be expected charges necessary to be obtained perfect Liens created under the Loan Documents and to release existing Liens (if so requiredany), and (iiiii) those third party approvals consents, approvals, registrations, filings or consents whichother actions, if not made the failure of which to obtain or obtained, make would not reasonably be expected to have result in a Material Adverse Effect or do not have a Material Adverse Effect on the enforceability of this AgreementEffect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order Organizational Document of any Governmental AuthorityLoan Party, and (c) do will not constitute with or without notice or violate any Requirement of Law applicable to the passage of time or both, a material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (d) will not violate or (ii) result in a default under any indenture, agreement or other instrument in each case constituting Material Indebtedness binding upon International the Borrower or its Propertiesany Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment to be made by International the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation thereunder, in each case as of the Closing Date, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary, except those ▇▇▇▇▇ created under the Loan Documents and Liens permitted under Section 6.02, except in the cases of clauses (c) and (d) above where such violations, breachesindividually or in the aggregate, defaults, Liens upon the Property of International, terminations, modifications, cancellations, and prepayments which would not reasonably be expected to have result in a Material Adverse Effect or do not have a Material Adverse Effect on International, its business, assets or PropertiesEffect.

Approvals; No Conflicts. Except as set forth on Schedule 5.6, the transactions contemplated by this Agreement 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 members, partners, directors members or stockholdersany class of managers, whether interested or disinterested, of International the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement any Loan Document or the consummation of the transactions contemplated thereby, except (i) the Bankruptcy Court’s order approving the Plan of Reorganization and such other approvals as have been obtained or made and are in full force and effect orother than (i) the recording and filing of the Security Instruments as required by this Agreement, in the reasonable judgment of International, can reasonably be expected to be obtained if so required, and (ii) those third party approvals or consents which, if not made or obtained, would could not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect an adverse effect on the enforceability of this Agreementthe 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 any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of the Company Group Parent, the Borrower or any Subsidiary or any order of any Governmental Authority, and (c) do will not constitute with violate or without notice or the passage of time or both, result in a material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, default under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order of any Governmental Authority, or (ii) any indenture, agreement or other instrument binding upon International the Parent, the Borrower or its any other Subsidiary or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by International except those violationsthe Parent, breaches, defaults, Liens upon the Borrower or such other Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of Internationalthe Parent, terminations, modifications, cancellations, the Borrower or any other Subsidiary (other than the Liens created by the Loan Documents and prepayments which would not reasonably be expected the Liens created under the Second Lien Indenture to have a Material Adverse Effect or do not have a Material Adverse Effect on International, its business, assets or Propertiesthe extent permitted hereunder and under the Second Lien Intercreditor Agreement).

Approvals; No Conflicts. Except as set forth on Schedule 5.6The execution, delivery and performance by the transactions contemplated by this Agreement Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members, partners, directors or stockholders, whether interested or disinterested, of International or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect oras of the Effective Date, in (ii) filings and registrations of charges necessary to perfect Liens created under the reasonable judgment of International, can reasonably be expected Loan Documents and to be obtained release existing Liens (if so requiredany), and (iiiii) those third party approvals consents, approvals, registrations, filings or consents whichother actions, if not made the failure of which to obtain or obtained, make would not reasonably be expected to have result in a Material Adverse Effect or do not have a Material Adverse Effect on the enforceability of this AgreementEffect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order Organizational Document of any Governmental AuthorityLoan Party, and (c) do will not constitute with or without notice or violate any Requirement of Law applicable to the passage of time or both, a material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group Borrower or any order of any Governmental AuthorityRestricted Subsidiary, (d) will not violate or (ii) result in a default under any indenture, agreement or other instrument in each case constituting Material Indebtedness binding upon International the Borrower or its Propertiesany Restricted Subsidiary or their respective assets, or give rise to a right thereunder to require any payment to be made by International the Borrower or any Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation thereunder as of the Effective Date, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary, except those ▇▇▇▇▇ created under the Loan Documents and Liens permitted under Section 6.02 of the Credit Agreement, except in the cases of clauses (c) and (d) above where such violations, breachesindividually or in the aggregate, defaults, Liens upon the Property of International, terminations, modifications, cancellations, and prepayments which would not reasonably be expected to have result in a Material Adverse Effect or do not have a Material Adverse Effect on International, its business, assets or PropertiesEffect.

Approvals; No Conflicts. Except as set forth on Schedule 5.64.10, the transactions contemplated by this Agreement 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 members, partners, directors or stockholders, whether interested or disinterested, of International the Company or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement any Transaction Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect or, in the reasonable judgment of Internationalthe Company Group, can reasonably be expected to be obtained if so required, and (ii) those third party approvals or consents which, if not made or obtained, would not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect on the enforceability of this Agreementthe Transaction Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any member of the Company Group or any order of any Governmental Authority, and (c) do not constitute with or without notice or the passage of time or both, a material violation, breach or default, create or impose a Lien upon any Property of Internationalthe Company, or give rise to any right of termination, modification, cancellation, or prepayment, under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order of any Governmental Authority, or (ii) any indenture, agreement or other instrument binding upon International the Company or its Properties, or give rise to a right thereunder to require any payment to be made by International the Company except those violations, breaches, defaults, Liens upon the Property of Internationalthe Company, terminations, modifications, cancellations, and prepayments which would not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect on Internationalthe Company, its business, assets or Properties.

Approvals; No Conflicts. Except as set forth on Schedule 5.6, the transactions contemplated by this Agreement 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 members, partners, directors shareholders or stockholdersany class of directors, whether interested or disinterested, of International the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement any Loan Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect orother than (i) the entry by the Bankruptcy Court of the Interim Financing Order or the Final Financing Order, in the reasonable judgment of Internationalas applicable, can reasonably be expected to be obtained if so required(ii) filings with, and approvals from, the SEC, (iiiii) the recording or filing of the Security Instruments and related financing statements as required by this Agreement, (iv) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect an adverse effect on the enforceability of this Agreementthe Loan Documents, and (v) those necessary to comply with Sections 8.03, 8.09 and 8.14, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group Borrower or any Subsidiary or any order of any Governmental Authority, and (c) do will not constitute with violate or without notice or the passage of time or both, result in a default under any material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order of any Governmental Authority, or (ii) any indenture, agreement or other instrument binding upon International the Borrower or any Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by International the Borrower or such Subsidiary and (d) except those violationsas contemplated by this Agreement, breachesthe Pre-Petition Credit Agreement and the Pre-Petition Senior Indenture, defaults, Liens upon will not result in the creation or imposition of any Lien on any Property of International, terminations, modifications, cancellations, and prepayments which would not reasonably be expected to have a Material Adverse Effect the Borrower or do not have a Material Adverse Effect on International, its business, assets or Propertiesany Subsidiary.

Approvals; No Conflicts. Except as set forth on Schedule 5.6, the transactions contemplated by this Agreement The Transactions (a) do not require require, as a condition thereto, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members, partners, shareholders or any class of directors or stockholdersmanagers, whether interested or disinterested, of International the Borrower or any other Person)) to be obtained or made by the Borrower or any Subsidiary pursuant to any statutory law or regulation applicable to it, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement any Loan Document against the Borrower or any Guarantor as herein provided or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect or, in other than (i) the reasonable judgment recording and filing of International, can reasonably be expected to be obtained if so required, the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect an adverse effect on the enforceability of this Agreementthe Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of the Company Group Borrower or any Subsidiary or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Subsidiary, and (c) do will not constitute with violate or without notice or the passage of time or both, result in a material violation, breach or default, create or impose a Lien upon default under any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, under (i) any applicable law or regulation or the charter, by-laws indenture or other organizational documents of the Company Group or any order of any Governmental Authority, or (ii) any indenture, agreement or other material instrument binding upon International the Borrower or any Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by International except those violations, breaches, defaults, Liens upon the Borrower or such Subsidiary or to the extent there is a cap on the amount of first lien loans in any such indenture will not exceed such cap and (d) will not result in the creation or imposition of any Lien by the Borrower or any Subsidiary on any Property of International, terminations, modifications, cancellations, and prepayments which would not reasonably be expected to have a Material Adverse Effect the Borrower or do not have a Material Adverse Effect on International, its business, assets or Propertiesany Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. Except as set forth on Schedule 5.6, the transactions contemplated by this Agreement 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 members, partners, directors shareholders or stockholdersany class of directors, whether interested or disinterested, of International the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement any Loan Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect orother than (i) the recording and filing of the Security Instruments as required by this Agreement, in the reasonable judgment of International, can reasonably be expected to be obtained if so required, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have a Material Adverse Effect an adverse effect on the enforceability of this Agreementthe 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 any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group Parent, OP LLC, the Borrower, any Restricted Subsidiary or any DevCo or any order of any Governmental Authority, and (c) do will not constitute with violate or without notice or the passage of time or both, result in a material violation, breach or default, create or impose a Lien upon any Property of International, or give rise to any right of termination, modification, cancellation, or prepayment, default under (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Company Group or any order of any Governmental Authority, or (ii) any indenture, agreement or other instrument binding upon International the Parent, OP LLC, the Borrower, any Restricted Subsidiary or its any DevCo or their respective Properties, or give rise to a right thereunder to require any payment to be made by International except those violationsthe Parent, breachesOP LLC, defaultsthe Borrower, such Restricted Subsidiary or such DevCo, (d) will not result in the creation or imposition of any Lien on any Property of the Parent, OP LLC, the Borrower, any Restricted Subsidiary or any DevCo (other than the Liens upon created by the Loan Documents and the Permitted OMP Credit Facility Liens encumbering the Property of International, terminations, modifications, cancellations, and prepayments which would not reasonably be expected the DevCos to have a Material Adverse Effect or do not have a Material Adverse Effect on International, its business, assets or Propertiesthe extent that such Property consists solely of Collateral).