Common use of Properties; Titles, Etc Clause in Contracts

Properties; Titles, Etc. (a) Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of the date evaluated in the most recently delivered Reserve Report, direct, good and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the Indebtedness. Each Loan Party has good title to all personal Properties owned by it free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan Party specified as the owner 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 (other than those attributable to Designated Partnership Properties), and the ownership (whether in fee or by leasehold) 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 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; provided that to the extent a Loan Party is a general partner of a Designated Partnership, it is liable for all of the costs and expenses attributable to such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date to which such Reserve Report relates.

Properties; Titles, Etc. (a) Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as Each of the date Borrower and the Restricted Subsidiaries has good and defensible title to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report, direct, good Report and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the Indebtedness. Each Loan Party has good title to all its personal Properties owned by it Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Permitted Liens, each Loan Party the Borrower or the Restricted Subsidiary specified as the owner of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, owns the net interests in production attributable to the Hydrocarbon Interests as reflected in such the most recently delivered Reserve Report (other than those attributable to Designated Partnership Properties)Report, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate the Borrower or such Loan Party 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 the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Borrower’s or such Loan PartyRestricted Subsidiary’s net revenue interest in such Property other than Property. The quantum and nature of the interest of the Borrower and the Subsidiaries in and to the Oil and Gas Properties as reflected set forth in each Reserve Report includes or will include the entire interest of the Borrower and the Subsidiaries in such Reserve Report; provided that to the extent a Loan Party is a general partner of a Designated Partnership, it is liable for all Oil and Gas Properties as of the costs and expenses attributable to date of such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct are or will be complete and accurate in all material respects as of the date to which of such Reserve Report relatesReport; and there are no “back-in” or “reversionary” interests held by third parties which could reduce the interest of the Borrower and the Subsidiaries in such Oil and Gas Properties in any material respect, except as expressly set forth or given effect to in such Reserve Report.

Properties; Titles, Etc. (a) Subject to Immaterial Title Deficiencies, each Each Loan Party specified as the owner had, as of the date evaluated in the most recently delivered Reserve Report, direct, has good and defensible title as owner (1) before the date of a fee or leasehold interest delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recent Reserve Report delivered pursuant to Section 2.08 (other than Designated Partnership those Disposed of in accordance with the terms of this Agreement), and good and indefeasible title to, or valid leasehold interests in, all its personal Properties) evaluated , in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the Indebtedness. Each Loan Party has good title to all personal Properties owned by it each case, free and clear of all Liens except other than (i) in the case of Properties other than Oil and Gas Properties, Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan Party specified as the owner of Hydrocarbon Interests 6.02 and (ii) in the most recently delivered case of Oil and Gas Properties, Liens permitted by the terms of Section 6.02 to exist on Oil and Gas Properties. The Loan Parties own (1) before the date of delivery of the first Reserve Report owneddelivered after the Effective Date, as of the date evaluated in such Reserve Report, at least the net interests in production attributable to the Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests as reflected in such the most recent Reserve Report (other than those attributable delivered pursuant to Designated Partnership Properties)Section 2.08, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate such the Loan Party Parties 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 the Loan Party’s Parties’ net revenue interest in such Property Property, other than as reflected in such Reserve Report; provided that excesses (i) relating to customary provisions of operating agreements requiring parties thereto to pay to the extent a Loan Party is a general partner operator the share of costs of a Designated Partnershipdefaulting party, it is liable for all or (ii) resulting from the acquisition of the costs and expenses attributable interest of any non-participating parties pursuant to such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as customary provisions of the date to which such Reserve Report relatesjoint operating agreements.

Properties; Titles, Etc. (a) Subject to Immaterial Title DeficienciesExcept as set forth in Schedule 7.16, each Loan Party specified as the owner had, as of the date Borrower and the Restricted Subsidiaries has good and defensible title to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report, direct, good Report and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the Indebtedness. Each Loan Party has good title to all its material personal Properties owned by it Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan Party the Borrower or the Restricted Subsidiary specified as the owner of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, owns the net interests in production attributable to the Hydrocarbon Interests as reflected in such the most recently delivered Reserve Report (Report, other than those attributable reductions in such interests resulting from any actions permitted under Section 9.12 or from the election of the Borrower to Designated Partnership Properties)not participate in any operation in respect of an Oil and Gas Property, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate the Borrower or such Loan Party 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 the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Borrower’s or such Loan PartyRestricted Subsidiary’s net revenue interest in such Property Property, other than as reflected in such Reserve Report; provided that excesses (i) relating to customary provisions of operating agreements requiring parties thereto to pay to the extent a Loan Party is a general partner operator the share of costs of a Designated Partnershipdefaulting party, it is liable for all (ii) resulting from the acquisition of the costs and expenses attributable interest of any non-participating parties pursuant to such Designated Partnership’s interest but is only entitled customary provisions of joint operating agreements or (iii) resulting from interests acquired pursuant to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date to which such Reserve Report relatescompulsory pooling statutes.

Properties; Titles, Etc. (a) Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as Each of the date Borrower and the Restricted Subsidiaries has good and defensible title to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report, direct, good Report and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the Indebtedness. Each Loan Party has good title to all its personal Properties owned by it Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan Party the Borrower or the Restricted Subsidiary specified as the owner of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, owns the net interests in production attributable to the Hydrocarbon Interests as reflected in such the most recently delivered Reserve Report (other than those attributable to Designated Partnership Properties)Report, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate the Borrower or such Loan Party 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 the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Borrower’s or such Loan PartyRestricted Subsidiary’s net revenue interest in such Property other than Property. The quantum and nature of the interest of the Borrower and the Subsidiaries in and to the Oil and Gas Properties as reflected set forth in each Reserve Report includes or will include the entire interest of the Borrower and the Subsidiaries in such Reserve Report; provided that to the extent a Loan Party is a general partner of a Designated Partnership, it is liable for all Oil and Gas Properties as of the costs and expenses attributable to date of such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct are or will be complete and accurate in all material respects as of the date to which of such Reserve Report relatesReport; and there are no “back-in” or “reversionary” interests held by third parties which could reduce the interest of the Borrower and the Subsidiaries in such Oil and Gas Properties in any material respect, except as expressly set forth or given effect to in such Reserve Report.

Properties; Titles, Etc. (a) Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of the date evaluated in the most recently delivered Reserve Report, direct, good and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the IndebtednessLiens. Each Loan Party has good title to all personal Properties owned by it free and clear of all Liens except Liens permitted by Section 9.03Excepted Liens. After giving full effect to the Excepted Liens, each Loan Party specified as the owner 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 (other than those attributable to Designated Partnership Properties), and the ownership (whether in fee or by leasehold) 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 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; provided that to the extent a Loan Party is a general partner of a Designated Partnership, it is liable for all of the costs and expenses attributable to such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date to which such Reserve Report relates.

Properties; Titles, Etc. (a) Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of the date evaluated in the most recently delivered Reserve Report, direct, good and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the IndebtednessIndebtedness and the Permitted Revolving Debt, if any. Each Loan Party has good title to all personal Properties owned by it free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan Party specified as the owner 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 (other than those attributable to Designated Partnership Properties)Report, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate such Loan Party 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; provided that to the extent a Loan Party is a general partner of a Designated Partnership, it is liable for all of the costs and expenses attributable to such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date to which such Reserve Report relates.

Properties; Titles, Etc. (a) Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as Each of the date Credit Parties and the Restricted Subsidiaries has good and defensible title to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report, direct, good Report and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the Indebtedness. Each Loan Party has good title to all its personal Properties owned by it Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Permitted Liens, each Loan a Credit Party or the Restricted Subsidiary specified as the owner of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, owns the net interests in production attributable to the Hydrocarbon Interests as reflected in such the most recently delivered Reserve Report (other than those attributable to Designated Partnership Properties)Report, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate any Credit Party or such Loan Party 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 the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in such Loan Credit Party’s or such Restricted Subsidiary’s net revenue interest in such Property other than Property. The quantum and nature of the interest of the Credit Parties and the Subsidiaries in and to the Oil and Gas Properties as reflected set forth in each Reserve Report includes or will include the entire interest of the Credit Parties and the Subsidiaries in such Reserve Report; provided that to the extent a Loan Party is a general partner of a Designated Partnership, it is liable for all Oil and Gas Properties as of the costs and expenses attributable to date of such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct are or will be complete and accurate in all material respects as of the date to which of such Reserve Report relatesReport; and there are no “back-in” or “reversionary” interests held by third parties which could reduce the interest of such Credit Party and the Subsidiaries in such Oil and Gas Properties in any material respect, except as expressly set forth or given effect to in such Reserve Report.

Properties; Titles, Etc. (a) Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of the date evaluated in the most recently delivered Reserve Report, direct, good and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Tax Advantaged Drilling Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the IndebtednessLiens. Each Loan Party has good title to all personal Properties owned by it free and clear of all Liens except Liens permitted by Section 9.03Excepted Liens. After giving full effect to the Excepted Liens, each Loan Party specified as the owner 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 (other than those attributable to Designated Tax Advantaged Drilling Partnership Properties), and the ownership (whether in fee or by leasehold) 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 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; provided that to the extent a Loan Party is a general partner of a Designated Tax Advantaged Drilling Partnership, it is liable for all of the costs and expenses attributable to such Designated Tax Advantaged Drilling Partnership’s interest but is only entitled to its percentage interest in such Designated Tax Advantaged Drilling Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date to which such Reserve Report relates.

Properties; Titles, Etc. (a) Subject Except as could not reasonably be expected to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as have a Material Adverse Effect: Each of the date Borrower and the Subsidiaries has good and defensible title to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report, direct, good Report and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the Indebtedness. Each Loan Party has good title to all its personal Properties owned by it that are necessary to permit the Borrower and the Subsidiaries to conduct their business in all material respects 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 9.039.02. After giving full effect to the Excepted Liens, each Loan Party the Borrower or the Subsidiary specified as the owner of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, owns the net interests in production attributable to the Hydrocarbon Interests as reflected in such the most recently delivered Reserve Report (other than those attributable to Designated Partnership Properties)Report, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate the Borrower or such Loan Party 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 such the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Borrower’s or such Loan PartySubsidiary’s net revenue interest in such Property other than as reflected in such Reserve ReportProperty; provided that the Borrower or any Subsidiary shall have the right to bear costs disproportionate to the extent Borrower’s or such Subsidiary’s working interest with respect to any Hydrocarbon Interest for a Loan Party is a general partner period of a Designated Partnership, it is liable for all of the costs and expenses attributable time in order to such Designated Partnership’s interest but is only entitled to its percentage earn an interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects Hydrocarbon Interest from a third party as of the date to which such Reserve Report relatesevidenced by written agreement.

Properties; Titles, Etc. (a) Subject The Borrower or a Subsidiary has good and defensible title to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of Acquisition Properties and the date Oil and Gas Properties evaluated in the most recently delivered Reserve Report, direct, good and defensible title as owner Report (except any that have been sold or otherwise disposed of a fee or leasehold interest to in accordance with Section 9.12 since the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in date of such Reserve Report free Report) and clear each of Liens except Excepted Liens the Borrower and Liens securing the Indebtedness. Each Loan Party has each Subsidiary have good title to all its personal Properties owned by it that are necessary to permit the Borrower and the Subsidiaries to conduct their business in all material respects 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 9.03. After giving full effect to the Excepted Liens, each Loan Party the Borrower or the Subsidiary specified as the owner of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, owns the net interests in production attributable to the Hydrocarbon Interests as reflected in such the most recently delivered Reserve Report (other than those attributable to Designated Partnership Propertiesexcept 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 (whether in fee or by leasehold) of such Properties shall not in any material respect obligate the Borrower or such Loan Party 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 such the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Borrower’s or such Loan PartySubsidiary’s net revenue interest in such Property other than as reflected in such Reserve ReportProperty; provided that the Borrower or any Subsidiary shall have the right to bear costs disproportionate to the extent Borrower's or such Subsidiary's working interest with respect to any Hydrocarbon Interest for a Loan Party is a general partner period of a Designated Partnership, it is liable for all of the costs and expenses attributable time in order to such Designated Partnership’s interest but is only entitled to its percentage earn an interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects Hydrocarbon Interest from a third party as of the date to which such Reserve Report relatesevidenced by written agreement.

Properties; Titles, Etc. (ai) Subject to Immaterial Title Deficiencies, each Loan Party such Participating Partnership specified as an owner of Hydrocarbon Interests in the owner most recently delivered Reserve Report had, as of the date evaluated in the most recently delivered such Reserve Report, direct, good and defensible title as such owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the IndebtednessParticipating Partnership Obligations of such Participating Partnership. Each Loan Party Such Participating Partnership has good title to all personal Properties owned owned, or purported to be owned, by it free and clear of all Liens except Liens permitted by Section 9.037.2. After giving full effect to the Excepted Liens, each Loan Party such Participating Partnership specified as the an owner 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 (other than those attributable to Designated Partnership Properties)Report, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate such Loan Party Participating Partnership 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 PartyParticipating Partnership’s net revenue interest in such Property other than as reflected in such Reserve Report; provided that to the extent a Loan Party is a general partner of a Designated Partnership, it is liable for all of the costs and expenses attributable to such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report with respect to such Participating Partnership is true and correct in all material respects as of the date to which such Reserve Report relates.

Properties; Titles, Etc. (a) Subject to Immaterial Title Deficiencies, each Loan Party of the Parent, the Borrower and the other Guarantors specified as the owner had, as of the date evaluated in the most recently delivered Reserve Report, direct, good and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens Liens, except Excepted Liens and Liens, Liens securing the IndebtednessIndebtedness and Liens permitted under Section 9.03(g) hereof. Each Loan Party has of the Parent, the Borrower and the other Guarantors have good title to all personal Properties owned by it free and clear of all Liens Liens, except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan Party of the Parent, the Borrower and the other Guarantors specified as the owner 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 (other than those attributable to Designated Partnership Properties), and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate such Loan Party the Parent, the Borrower and the other Guarantors 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 Partythe Parent’s, the Borrower’s and the other Guarantors’ net revenue interest in such Property other than as reflected in such Reserve Report; provided that to the extent a Loan Party the Parent, the Borrower or any other Guarantor is a general partner of a Designated Partnership, it is liable for all of the costs and expenses attributable to such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date to which such Reserve Report relates.

Properties; Titles, Etc. (a) Subject Each of Borrower and its Subsidiaries has good and defensible title (or has earned an assignment which, upon receipt and, if required by applicable Laws, approved by any relevant Governmental Authority, will result in good and defensible title) to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of working and net revenue interests in the date Oil and Gas Properties evaluated in the most recently delivered Reserve Report, direct, good Engineering Report and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the Indebtedness. Each Loan Party has good title to all its personal Properties owned by it Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03Permitted Liens. After giving full effect to the Excepted Permitted Liens, each Loan Party Borrower or the Subsidiary specified as the owner of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, owns the net interests in production attributable to the Hydrocarbon Interests Oil and Gas Properties as reflected in such Reserve Report (other than those attributable to Designated Partnership Properties)the most recently delivered Engineering Report, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate Borrower or such Loan Party 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 the most recently delivered Engineering Report that is not offset by a corresponding proportionate increase in Borrower’s or such Loan PartySubsidiary’s net revenue interest in such Property other than Property. All such shares of production which Borrower or the relevant Subsidiary is entitled to receive, and shares of expenses which Borrower or the relevant Subsidiary is obligated to bear, are not subject to change, except as disclosed to Administrative Agent and reflected in such Reserve Report; provided that Engineering Report and except for changes attributable to future elections by Borrower or the extent a Loan Party is a general partner relevant Subsidiary or other interest owners not to participate in operations proposed pursuant to customary forms of a Designated Partnershipapplicable joint operating agreements, it is liable and except for all changes attributable to changes in participating areas under any federal units wherein participating areas may be formed, enlarged or contracted in accordance with the rules and regulations of the costs and expenses attributable to such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date to which such Reserve Report relatesapplicable Governmental Authority.