Common use of Properties; Titles, Etc Clause in Contracts

Properties; Titles, Etc. (a) Each of the Note Parties and their Restricted Subsidiaries has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. After giving full effect to the Excepted Liens, the Note Party or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms). (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Parties and their Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases. (d) The rights and Properties presently owned, leased or licensed by the Note Parties and their Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties and their Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (e) All of the Properties of the Note Parties and their Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (f) The Note Parties and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Note Parties and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties and their Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each Subject to Immaterial Title Deficiencies, each of the Note Parties Parent and their the Restricted Subsidiaries has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid good title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted LiensLiens (including Immaterial Title Deficiencies), the Note Party Parent or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil Report, and Gas Properties that have been disposed of since the date ownership of such Properties does not in any material respect obligate the Parent or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance with this Agreement the Parent’s or leases which have expired such Restricted Subsidiary’s net revenue interest in accordance with their terms)such Property or in the revenues therefrom. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Parties Parent and their its Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties Parent and their its Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties Parent and their its Restricted Subsidiaries to conduct their business in all material respects in substantially the same manner as its business has been conducted prior to the Closing Datedate hereof, unless the Borrower determines in good faith that the continued maintenance of such Property is no longer economically desirable, necessary or useful to the business of the Credit Parties or such Properties are Transferred in accordance Section 9.12. (ed) All of the Properties of the Note Parties Parent and their its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, ordinary wear and tear excepted. (fe) The Note Parties Parent and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business (including, without limitation, all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information material to its business), and the use thereof by the Note Parties Parent and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties and their Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. Except as a result of the filing of the Bankruptcy Cases: (a) Each of the Note Parties and their Restricted Subsidiaries Debtor has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the its Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Report, good and defensible title to its Oil and Gas Properties that have been disposed comprised of since the date of such Reserve Report in accordance with this Agreement natural gas pipelines or leases which have expired in accordance with their terms) other gathering systems or pipelines or midstream assets and valid good title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted Liens, the Note Party or the Restricted Subsidiary any Debtor specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil Report, and Gas Properties that have been disposed of since the date ownership of such Properties shall not in any material respect obligate any Debtor to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance with this Agreement or leases which have expired any Debtor’s net revenue interest in accordance with their terms)such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the present conduct of the business of the Note Parties and their Restricted Subsidiaries Debtors are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leasesleases which could reasonably be expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties and their Restricted Subsidiaries Debtors including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties and their Restricted Subsidiaries Debtors to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Datedate hereof. (ed) All of the material Properties of the Note Parties and their Restricted Subsidiaries which Debtors that are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (fe) The Note Parties and each Restricted Subsidiary Each Debtor owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties and such Restricted Subsidiary Debtor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties and their Restricted Subsidiaries Debtors either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each Except as set forth on Schedule 7.16, each of Holdings, the Note Parties Borrower and their the Restricted Subsidiaries has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) ), and valid good title to all its personal Properties material personal Propertiesto its business, in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted Liens, Holdings, the Note Party Borrower or the Restricted Subsidiary specified as the owner owns at least the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms), and the ownership of such Properties shall not in the aggregate in any material respect obligate Holdings, the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of Holdings, the Note Parties Borrower and their its Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease leases or leasesagreements, which could reasonably be expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by Holdings, the Note Parties Borrower and their the Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit Holdings, the Note Parties Borrower and their the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its their business has been conducted prior to the Closing Datedate hereof. (ed) All of the material Properties of Holdings, the Note Parties Borrower and their the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition (ordinary wear and tear excepted) or are maintained in accordance with prudent business standards. (fe) The Note Parties Holdings, the Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business, and the use thereof by Holdings, the Note Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Holdings, the Borrower and their the Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each of the Note Parent Guarantor and the Credit Parties and their Restricted Subsidiaries has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for other than those Oil and Gas Properties that have been disposed of in compliance with Section 9.11 since the date delivery of such Reserve Report and those title defects disclosed in accordance with this Agreement or leases which have expired writing to the Administrative Agent in accordance with their terms) writing), and valid good title to all its material personal Properties, in each case, free and clear of all Liens except other than Liens permitted by Section 7.039.03 which are permitted by the express terms of Section 9.03 to exist on such Oil and Gas Properties. After giving full effect to the Excepted LiensLiens permitted by Section 9.03, the Note Party Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil Report, and Gas Properties that have been disposed of since the date ownership of such Properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance with this Agreement the Borrower’s or leases which have expired such Restricted Subsidiary’s net revenue interest in accordance with their terms)such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Parent Guarantor and the Credit Parties and their Restricted Subsidiaries are valid and subsisting, in full force and effect, except to the extent any failure to satisfy the foregoing could reasonably be expected to have a Material Adverse Effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parent Guarantor and the Credit Parties and their Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parent Guarantor and the Credit Parties and their Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Datedate hereof, except to the extent any failure to satisfy the foregoing could reasonably be expected to have a Material Adverse Effect. (ed) All of the Properties of the Note Parent Guarantor and the Credit Parties and their Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, except to the extent any failure to satisfy the foregoing could reasonably be expected to have a Material Adverse Effect. (fe) The Note Parties and each Restricted Subsidiary Each Credit Party owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties and each such Restricted Subsidiary Person does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parent Guarantor and the Credit Parties and their Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in and material to their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. Other than as a result of the Cases and subject to any necessary order or authorization of the Bankruptcy Court: (a) Each of the Note Parties and their Restricted Subsidiaries Loan Party has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed good title to, or valid leasehold interests in, licenses of, or rights of since the date use, all other Collateral owned or leased by such Loan Party and all of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid title to all its other material personal PropertiesProperties necessary or used in the ordinary conduct of its business other than Properties sold in compliance with Section 9.11 from time to time, in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted Liens, the Note Loan Party or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (Report, and except for those Oil as otherwise provided by statute, regulation or the standard and Gas Properties that have been disposed customary provisions of since any applicable joint operating agreement, the date ownership of such Properties shall not in any material respect obligate the Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance with this Agreement or leases which have expired the Loan Party’s net revenue interest in accordance with their terms)such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Loan Parties and their Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect. (dc) The Except as could not reasonably be expected to have a Material Adverse Effect, the rights and Properties presently owned, leased or licensed by the Note Loan Parties and their Restricted Subsidiaries including, without limitation, including all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Loan Parties and their Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been is conducted prior to on the Closing Datedate hereof. (ed) All Except for Properties being repaired, all of the Properties of the Note Loan Parties and their Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition in all material respects and are maintained in accordance with prudent business standards. (fe) The Note Parties and each Restricted Subsidiary Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its Property necessary for the conduct of the business, and the use thereof by the Note Parties and such Restricted Subsidiary Loan Party does not not, to its knowledge, infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Loan Parties and their Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each of the Note Borrower and the other Loan Parties and their Restricted Subsidiaries has good and defensible title (as used hereinto, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to or valid leasehold interests in, the Oil and Gas Properties evaluated in the most recently delivered Reserve Report Report(s) (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report Report(s) in accordance with this Agreement or leases which have expired in accordance with their terms) and good title to, or valid title leasehold interests in, licenses of, or rights to use, all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted Liens, the Note Party Borrower or the Restricted Subsidiary Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report Report(s) (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report Report(s) in accordance with this Agreement or leases which have expired in accordance with their terms), and the ownership of such Oil and Gas Properties shall not in the aggregate in any material respect obligate the Borrower or such Loan Property to bear the costs and expenses relating to the maintenance, development and operations of any such Oil and Gas Property in an amount in excess of the working interest of such Oil and Gas Property set forth in the most recently delivered Reserve Report(s) that is not offset by a corresponding proportionate increase in the Borrower’s or such Loan Party’s net revenue interest in such Oil and Gas Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all All leases and agreements necessary for the to conduct of the business of the Note Parties Borrower and their Restricted the Subsidiaries are valid and subsisting, in full force and effect, and there exists no default by the Borrower or any Subsidiary, or to the knowledge of the Borrower, no default by any other party thereto or any event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties Borrower and their Restricted the Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties Borrower and their Restricted the Subsidiaries to conduct their business businesses in all material respects in the same manner as its business has their respective businesses have been conducted prior to the Closing Datedate hereof. (e) All of the Properties of the Note Parties and their Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (fd) The Note Parties Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Borrower and their Restricted its Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each of The Borrower and the Note Parties and their Restricted Subsidiaries has have good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid good title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted Liens, the Note Party Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil Report, and Gas Properties that have been disposed of since the date ownership of such Properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance with this Agreement the Borrower’s or leases which have expired such Restricted Subsidiary’s net revenue interest in accordance with their terms)such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Parties Borrower and their the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties Borrower and their the Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties Borrower and their the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Date.date hereof. US 9364157v.4 WEL554/78009 (ed) All of the Properties of the Note Parties Borrower and their the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (fe) The Note Parties Borrower and each the Restricted Subsidiary ownsSubsidiaries own, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties Borrower and such the Restricted Subsidiary Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Borrower and their the Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each Subject to Immaterial Title Deficiencies, each of the Note Parties Parent and their the Restricted Subsidiaries has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid good title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted LiensLiens (including Immaterial Title Deficiencies), the Note Party Parent or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil Report, and Gas Properties that have been disposed of since the date ownership of such Properties does not in any material respect obligate the Parent or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance with this Agreement the Parent’s or leases which have expired such Restricted Subsidiary’s net revenue interest in accordance with their terms)such Property or in the revenues therefrom. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Parties Parent and their its Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties Parent and their its Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties Parent and their its Restricted Subsidiaries to conduct their business in all material respects in substantially the same manner as its business has been conducted prior to the Closing Datedate hereof, unless the Borrower determines in good faith that the continued maintenance of such Property is no longer economically desirable, necessary or useful to the business of the Credit Parties or such Properties are Transferred in accordance with Section 9.12. (ed) All of the Properties of the Note Parties Parent and their its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, ordinary wear and tear excepted. (fe) The Note Parties Parent and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business (including, without limitation, all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information material to its business), and the use thereof by the Note Parties Parent and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties and their Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each Except (i) for the Oil and Gas Properties Disposed of since the delivery of the Note Parties most recently delivered Reserve Report, (ii) leases that have expired in accordance with their terms and their (iii) properties with immaterial title defects or other title defects disclosed in writing to the Administrative Agent: (x) each of the Borrower and the Restricted Subsidiaries has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid good title to substantially all of its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. After 6.3 and (y) after giving full effect to the Excepted LiensPermitted Encumbrances, the Note Party Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (Report, and, except for those Oil as otherwise provided by statute, law, regulation or the standard and Gas Properties that have been disposed customary provisions of since any applicable joint operating agreement, the date ownership of such Properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance with this Agreement the Borrower’s or leases which have expired such Restricted Subsidiary’s net revenue interest in accordance with their terms)such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all All leases and agreements necessary for the conduct of the business of the Note Parties Borrower and their the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to a default under any such lease or leases, except, in each case pursuant to this clause (b), could not reasonably be expected to result in a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties Borrower and their the Restricted Subsidiaries including, without limitation, including all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties Borrower and their the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Datedate hereof. (ed) All of the Properties of the Note Parties Borrower and their the Restricted Subsidiaries (other than the Oil and Gas Properties, which are addressed in Section 3.22) which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (fe) The Note Parties Each of the Borrower and each its Restricted Subsidiary Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents patents, domain names and other intellectual property Property material to its business, and the use thereof by the Note Parties Borrower and such its Restricted Subsidiary Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Borrower and their its Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each of the Note Parties Borrower and their the Restricted Subsidiaries has good and defensible title (as used hereinto, such term has or valid leasehold interests in, the meaning commonly ascribed thereto in the Oil and Gas Business) to the material Oil and Gas Properties evaluated in the most \ recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid good title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted to attach to such Properties by Section 7.039.03. After giving full effect to the Excepted Liens, the Note Party Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms), and the ownership of such Properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as for such matters that could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Parties Borrower and their the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties and their Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties and their Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (e) All of the Properties of the Note Parties and their Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (f) The Note Parties Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Borrower and their its Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each of The Company and the Note Parties and their Restricted Subsidiaries has Subsidiary have good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil prepared reserve report and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. After giving full effect to the Excepted Liens, the Note Party or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms). (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. the Indenture. On the date hereof all of the Proved Oil and Gas Properties of the Company and the Subsidiary are Mortgaged Properties. After giving full effect to any Permitted Liens (cas defined in the Indenture), the Company and the Subsidiary own the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently prepared reserve report, and the ownership of such Properties shall not in any material respect obligate the Company or any Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently prepared reserve report that is not offset by a corresponding proportionate increase in the Company’s or such Subsidiary’s net revenue interest in such Property, (b) Except as could not reasonably be expected to have a Material Adverse Effect, all material leases and agreements necessary for the conduct of the business of the Note Parties Company and their Restricted Subsidiaries the Subsidiary are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases. , which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (dc) The the rights and Properties presently owned, leased or licensed by the Note Parties Company and their Restricted Subsidiaries the Subsidiary including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties Company and their Restricted Subsidiaries the Subsidiary to conduct their business businesses in all material respects in the same manner as its business has been conducted prior to the Closing Date. date hereof, (ed) All all of the Properties of the Note Parties Company and their Restricted Subsidiaries the Subsidiary which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. , (fe) The Note Parties the Company and each Restricted the Subsidiary ownsown, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its businesstheir businesses, and the use thereof by the Note Parties and Company or such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Company and their Restricted Subsidiaries the Subsidiary either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their its businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbon Interests, with such exceptions as as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each of the Note Parties and their Restricted Subsidiaries The Borrower or a Subsidiary has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties any that have been sold or otherwise disposed of in accordance with Section 9.12 since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their termsReport) and valid each of the Borrower and each Subsidiary have good title to all its personal Properties that are necessary to permit the Borrower and the Subsidiaries to conduct their business in all material personal Propertiesrespects in the same manner as its business has been conducted prior to the date hereof, and in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted Liens, the Note Party Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil and Gas Properties any that have been sold or otherwise disposed of in accordance with Section 9.12 since the date of such Reserve Report), and the ownership of such Properties shall not obligate the Borrower or such Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount materially in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance the Borrower’s or such Subsidiary’s net revenue interest in such Property; provided that the Borrower or any Subsidiary shall have the right to bear costs disproportionate to the Borrower’s or such Subsidiary’s working interest with this Agreement or leases which have expired respect to any Hydrocarbon Interest for a period of time in accordance with their terms)order to earn an interest in such Hydrocarbon Interest from a third party as evidenced by written agreement. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements evaluated in the most recently delivered Reserve Report or that are necessary for the conduct of the business of the Note Parties Borrower and their Restricted the Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties Borrower and their Restricted the Subsidiaries including, without limitation, all easements and rights of way, if any, include all material rights and Properties necessary to permit the Note Parties Borrower and their Restricted the Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Datedate hereof. (ed) All of the Properties of the Note Parties Borrower and their Restricted the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition (normal wear and tear excepted) and are maintained in accordance with prudent business standards. (fe) The Note Parties Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Borrower and their Restricted its Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each of the Note Parties and their Restricted Subsidiaries has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. After giving full effect to the Excepted Permitted Liens, the Note Party Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil Report, and Gas Properties that have been disposed of since the date ownership of such Properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance with this Agreement the Borrower’s or leases which have expired such Subsidiary’s net revenue interest in accordance with their terms)such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Parties Borrower and their the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties Borrower and their the Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties Borrower and their the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Datedate hereof. (ed) All of the Properties of the Note Parties Borrower and their the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standardsstandards in all material respects. (fe) The Note Parties Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Borrower and their Restricted its Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (ai) Each of the Note The Loan Parties and each of their Restricted Subsidiaries has good and defensible title (as used herein, such term has to the meaning commonly ascribed thereto Hydrocarbon Interests in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered or prepared Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid good title to all its material personal Properties, in each case, free and clear of all Liens (except Liens permitted by Section 7.03Permitted Liens). After giving full effect to the Excepted such Permitted Liens, the Note each Loan Party or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered or prepared Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms), and the ownership of such Properties shall not in any material respect obligate such Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered or prepared Reserve Report that is not offset by a corresponding proportionate increase in such Loan Party’s net revenue interest in such Property. (bii) With All material leases and agreements with respect to any real the Oil and Gas Properties owned or personal Properties not subject of held by the preceding clause (a), each of the Note Loan Parties and their Restricted Subsidiaries have in all material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Parties and their Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a material default under any such lease or leases. (diii) The rights and Properties presently owned, leased or licensed by the Note Loan Parties and their Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all material rights and Properties necessary to permit the Note Loan Parties and their Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Datedate hereof. (eiv) All Substantially all of the tangible Properties of the Note Loan Parties and their Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standardsPrudent Industry Practice in all material respects. (f) The Note Parties and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Note Parties and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties and their Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each of the Note Parent Guarantor and the Credit Parties and their Restricted Subsidiaries has good and defensible title (as used hereinto, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to or a valid contractual interest in, the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for other than those Oil and Gas Properties that have been disposed of in compliance with Section 9.11 since the date delivery of such Reserve Report in accordance with this Agreement or Report, leases which that have expired in accordance with their terms) terms and those title defects disclosed in writing to the Administrative Agent in writing), and good title to, or a valid title to contractual interest in, all its material personal Properties, in each case, free and clear of all Liens except other than Liens permitted by Section 7.039.03. After giving full effect to the Excepted LiensLiens permitted by Section 9.03, the Note Party Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil Report, and Gas Properties that have been disposed of since the date ownership of such Properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance with this Agreement the Borrower’s or leases which have expired such Restricted Subsidiary’s net revenue interest in accordance with their terms)such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Parent Guarantor and the Credit Parties and their Restricted Subsidiaries are valid and subsisting, in full force and effect, except to the extent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parent Guarantor and the Credit Parties and their Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parent Guarantor and the Credit Parties and their Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Datedate hereof, except to the extent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect. (ed) All of the Properties of the Note Parent Guarantor and the Credit Parties and their Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, ordinary wear and tear excepted, except to the extent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect. (fe) The Note Parties and each Restricted Subsidiary Each Credit Party owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties and each such Restricted Subsidiary Person does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parent Guarantor and the Credit Parties and their Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in and material to their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions to all of the foregoing as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each Except as set forth in Schedule 7.16, each of the Note Parties Borrower and their the Restricted Subsidiaries has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Borrowing Base Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed Disposed of since the date of such the most recently delivered Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid good title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted Liens, the Note Party Borrower or the Restricted Subsidiary specified as the owner in the most recently delivered Reserve Report owns the net interests in production attributable to the Hydrocarbon Interests as reflected therein, other than reductions in such interests resulting from any actions permitted under Section 9.12 or from the election of the Borrower to not participate in any operation in respect of an Oil and Gas Property, and the ownership of such Properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of such Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property, other than excesses (except for those Oil and Gas Properties that have been disposed A) relating to customary provisions of since operating agreements requiring parties thereto to pay to the date operator the share of such Reserve Report in accordance with this Agreement costs of a defaulting party, (B) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreements or leases which have expired in accordance with their terms)(C) resulting from interests acquired pursuant to compulsory pooling statutes. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Parties Borrower and their the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, in each case, except as could not be reasonably expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties Borrower and their the Restricted Subsidiaries including, without limitation, including all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties Borrower and their the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Datedate hereof. (ed) All of the Properties of the Note Parties Borrower and their the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, ordinary wear and tear excepted, except as could not reasonably be expected to have a Material Adverse Effect. (fe) The Note Parties Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Borrower and their the Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each of the Note Parties Borrower and their the Restricted Subsidiaries has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the its Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for other than those Oil and Gas Properties that have been disposed of in compliance with Section 9.11 since the date delivery of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their termsReport) and valid good title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted LiensLiens permitted by Section 9.03, the Note Party Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since or otherwise indicated to the Administrative Agent in connection with the Reserve Report, other than any reduction in such interests after the date of such Reserve Report in accordance with was delivered resulting from any Disposition permitted under this Agreement or leases which have expired from non-consent election, and the ownership of such Properties shall not in accordance with their terms)any material respect obligate it to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all All leases and agreements necessary for the conduct of the business of the Note Credit Parties and their the Restricted Subsidiaries are valid and subsisting, in full force and effect, except to the extent any failure to be valid and subsisting and in full force and effect could not reasonably be expected to have a Material Adverse Effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leasesagreement, which could reasonably be expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Credit Parties and their the Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties reasonably necessary to permit the Note Credit Parties and their the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior business, except to the Closing Dateextent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect. (ed) All of the Properties of the Note Credit Parties and their the Restricted Subsidiaries (other than the Oil and Gas Properties, which are addressed in Section 7.17) which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, except to the extent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect. (fe) The Note Each of the Credit Parties and each the Restricted Subsidiary Subsidiaries owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Credit Parties and such the Restricted Subsidiary Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Credit Parties and their the Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each of the Note Parties Borrower and their Restricted the Subsidiaries has (i) in all material respects, good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil including, without limitation, the Initial Reserve Report); and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms(ii) and valid good title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.039.03, except as could not reasonably be excepted to result in a Material Adverse Effect. After giving full effect to the Excepted Liens, the Note Party Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil including, without limitation, the Initial Reserve Report), and Gas Properties that have been disposed of since the date ownership of such Properties shall not in any material respect obligate the Borrower or such Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report (including, without limitation, the Initial Reserve Report) that is not offset by a corresponding proportionate increase in accordance with this Agreement the Borrower’s or leases which have expired such Subsidiary’s net revenue interest in accordance with their terms)such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Parties Borrower and their Restricted the Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties Borrower and their Restricted the Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties Borrower and their Restricted the Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Datedate hereof. (ed) All of the Properties of the Note Parties Borrower and their Restricted the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (fe) The Note Parties Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Borrower and their Restricted its Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each of the Note Parties Borrower and their the Restricted Subsidiaries has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid good title to all its material other personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted Liens, the Note Party Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil Report, and Gas Properties that have been disposed of since the date ownership of such Properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance with this Agreement the Borrower’s or leases which have expired such Restricted Subsidiary’s net revenue interest in accordance with their terms)such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Parties Borrower and their the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties Borrower and their the Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties Borrower and their the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Datedate hereof. (ed) All of the Properties of the Note Parties Borrower and their the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, except for any such failure to maintain such Properties, individually or in the aggregate, that could not reasonably be expected to result in a Material Adverse Effect. (fe) The Note Parties Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Borrower and their its Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each Except as disclosed in Schedule 7.16, each of the Note Parties Borrower and their the Restricted Subsidiaries has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties its Proved Reserves evaluated in the most recently delivered Reserve Report (except for those excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties that have been disposed of since the date of such Reserve Report sold or transferred in accordance compliance with this Agreement or leases which have expired in accordance with their termsSection 9.11) and valid good title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted Liens, the Note Party Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil Report, and Gas Properties that have been disposed of since the date ownership of such Properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance with this Agreement the Borrower’s or leases which have expired such Restricted Subsidiary’s net revenue interest in accordance with their terms)such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Parties Borrower and their the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to result in a Material Adverse Effect (other than a Material Adverse Effect under clause (a) or (b)(ii) of the definition thereof on account of past due trade payables). (dc) The rights and Properties presently owned, leased or licensed by the Note Parties Borrower and their the Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties Borrower and their the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Amendment Effective Date. (ed) All of the material Properties of the Note Parties Borrower and their the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (fe) The Note Parties Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Borrower and their its Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each After giving effect to the Confirmation Order and the Plan of the Note Parties and their Restricted Subsidiaries Reorganization, each Loan Party has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed good title to, or valid leasehold interests in, licenses of, or rights of since the date use, all other Collateral owned or leased by such Loan Party and all of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid title to all its other material personal PropertiesProperties necessary or used in the ordinary conduct of its business other than Properties sold in compliance with Section 9.11 from time to time, in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted Liens, the Note Loan Party or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (Report, and except for those Oil as otherwise provided by statute, regulation or the standard and Gas Properties that have been disposed customary provisions of since any applicable joint operating agreement, the date ownership of such Properties shall not in any material respect obligate the Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance with this Agreement or leases which have expired the Loan Party’s net revenue interest in accordance with their terms)such Property. (b) With respect After giving effect to any real Properties or personal Properties not subject the Confirmation Order and the Plan of the preceding clause (a)Reorganization, each of the Note Parties and their Restricted Subsidiaries have in all material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Loan Parties and their Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect. (dc) The After giving effect to the Confirmation Order and the Plan of Reorganization, except as could not reasonably be expected to have a Material Adverse Effect, the rights and Properties presently owned, leased or licensed by the Note Loan Parties and their Restricted Subsidiaries including, without limitation, including all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Loan Parties and their Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been is conducted prior to on the Closing Datedate hereof. (ed) All After giving effect to the Confirmation Order and the Plan of Reorganization, except for Properties being repaired, all of the Properties of the Note Loan Parties and their Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition in all material respects and are maintained in accordance with prudent business standards. (fe) The Note Parties and each Restricted Subsidiary Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its Property necessary for the conduct of the business, and the use thereof by the Note Parties and such Restricted Subsidiary Loan Party does not not, to its knowledge, infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Loan Parties and their Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of the Note Parties and their Restricted Subsidiaries has date evaluated in the most recently delivered Reserve Report, direct, good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) owner of a fee or leasehold interest to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) free and valid clear of Liens except Excepted Liens and Liens securing the Indebtedness and the Permitted Revolving Debt, if any. Each Loan Party has good title to all its material personal Properties, in each case, Properties owned by it free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted Liens, the Note each Loan Party or the Restricted Subsidiary specified as the owner owns of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, the net interests in production attributable to the Hydrocarbon Interests reflected in such Reserve Report, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate the Parent or any Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in such Reserve Report that is not offset by a corresponding proportionate increase in such Loan Party’s net revenue interest in such Property other than as reflected in such Reserve Report. All information contained in the most recently delivered Reserve Report (except for those Oil is true and Gas Properties that have been disposed correct in all material respects as of since the date of to which such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms)relates. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03.[Reserved] (c) Except as could not reasonably be expected to have a Material Adverse Effect, all All material leases and agreements necessary for the conduct of the business of the Note Parties Parent and their the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, except as in each case could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (d) The rights and Properties presently owned, leased or licensed by the Note Parties Parent and their the Restricted Subsidiaries including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties Parent and their the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its their business has been conducted prior to the Closing Datedate hereof. (e) All of the Properties of the Note Parties Parent and their the Restricted Subsidiaries which are reasonably necessary for the material operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (f) The Note Parties Parent and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties Parent and each such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Parent and their the Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each Except (i) for the Oil and Gas Properties Disposed of since the delivery of the Note Parties most recently delivered Reserve Report, (ii) leases that have expired in accordance with their terms and their (iii) properties with immaterial title defects or other title defects disclosed in writing to the Administrative Agent: (x) each of the Borrower and the Restricted Subsidiaries has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the Initial Reserve Reports or the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid good title to substantially all of its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. After 6.3 and (y) after giving full effect to the Excepted LiensPermitted Encumbrances, the Note Party Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the Initial Reserve Reports or in the most recently delivered Reserve Report, and, except as otherwise provided by statute, law, regulation or the standard and customary provisions of any applicable joint operating agreement, the ownership of such Properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the Initial Reserve Reports or in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since is not offset by a corresponding proportionate increase in the date of Borrower’s or such Reserve Report Restricted Subsidiary’s net revenue interest in accordance with this Agreement or leases which have expired in accordance with their terms)such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all All leases and agreements necessary for the conduct of the business of the Note Parties Borrower and their the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to a default under any such lease or leases, except, in each case pursuant to this clause (b), could not reasonably be expected to result in a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties Borrower and their the Restricted Subsidiaries including, without limitation, including all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties Borrower and their the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the Closing Datedate hereof. (ed) All of the Properties of the Note Parties Borrower and their the Restricted Subsidiaries (other than the Oil and Gas Properties, that are addressed in Section 3.22) which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (fe) The Note Parties Each of the Borrower and each its Restricted Subsidiary Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents patents, domain names and other intellectual property Property material to its business, and the use thereof by the Note Parties Borrower and such its Restricted Subsidiary Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Parties Borrower and their its Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).

Properties; Titles, Etc. (a) Each of the Note Loan Parties and their Restricted Subsidiaries has good and defensible title (as used herein, such term has the meaning commonly ascribed thereto in the Oil and Gas Business) to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and valid good title to all its material personal PropertiesProperties (including, without limitation, all MEMP Units and other Equity Interests in MEMP), in each case, free and clear of all Liens except Liens permitted by Section 7.039.03. After giving full effect to the Excepted Liens, the Note Loan Party or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (except for those Oil Report, and Gas Properties that have been disposed of since the date ownership of such Properties shall not in any material respect obligate such Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in accordance with this Agreement the Borrower’s or leases which have expired such other Loan Party’s net revenue interest in accordance with their terms)such Property. (b) With respect to any real Properties or personal Properties not subject of the preceding clause (a), each of the Note Parties and their Restricted Subsidiaries have in all All material respects (i) good and defensible title to, or valid leasehold or other interests in, its respective real Properties and (ii) good title to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.03. (c) Except as could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Note Loan Parties and their Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease leases or leasesagreements, which could reasonably be expected to have a Material Adverse Effect. (dc) The rights and Properties presently owned, leased or licensed by the Note Parties and their Restricted Subsidiaries each Loan Party including, without limitation, all easements and rights of way, if any, include all rights and Properties necessary to permit the Note Parties and their Restricted Subsidiaries each Loan Party to conduct their its business in all material respects in the same manner as its business has been conducted prior to the Closing Datedate hereof. (ed) All of the Properties of the Note Loan Parties and their Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standardsstandards except for such failure as to condition or maintenance as could not be reasonably expected to have a Material Adverse Effect. (fe) The Note Parties and each Restricted Subsidiary Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property Property material to its business, and the use thereof by the Note Parties Borrower and such Restricted Subsidiary other Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Note Loan Parties and their Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Issuer or any of its Subsidiaries, is contemplated with respect to all or any portion of the Property, except to the extent that such proceeding or taking has been previously disclosed by the Issuer in writing to the Agent pursuant to Section 6.02(b).