Common use of Approvals; No Conflicts Clause in Contracts

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary or such Drop Down Entity Mortgagor, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents any Organization Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary, or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt Indebtedness of the Borrower or any Subsidiary or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary, (d) will not violate or result in a default under any other agreement or other instrument binding upon the Parent, the Borrower, Borrower or any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorSubsidiary, (d) will other than such violations or defaults which would not violate cause a Default or result in Event of Default hereunder, could not reasonably be expected to have a default under Material Adverse Effect, or do not have an adverse effect on the enforceability of any Poseidon Contribution Document Loan Documents, and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any applicable law or regulation or the limited liability company agreementsregulation, charter, by-laws or other organizational documents (ii) any Organization Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary, or (iii) any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt Indebtedness of the Borrower or any Subsidiary or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary, (d) will not violate or result in a default under any other agreement or other instrument binding upon the Parent, the Borrower, Borrower or any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorSubsidiary, (d) will other than such violations or defaults which would not violate cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect, or result in a default under do not have an adverse effect on the enforceability of any Poseidon Contribution Document Loan Documents, and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any applicable law or regulation or the limited liability company agreementsregulation, charter, by-laws or other organizational documents (ii) any Organization Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary, or (iii) any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt Indebtedness of the Borrower or any Subsidiary or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary, (d) will not violate or result in a default under any other agreement or other instrument binding upon the Parent, the Borrower, Borrower or any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorSubsidiary, (d) will other than such violations or defaults which would not violate cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect, or result in a default under any Poseidon Contribution Document and (e) will do not result in have an adverse effect on the creation or imposition enforceability of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents)., and

Approvals; No Conflicts. The Subject to the entry of the DIP Order, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and those consents, (b) approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, OP LLC, the Borrower, any other Restricted Subsidiary, Subsidiary or any Drop Down Entity Mortgagor DevCo or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower, such other Restricted Subsidiary or such Drop Down Entity MortgagorDevCo, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo (other than the Liens created by the Loan DocumentsDocuments and the Permitted OMP Credit Facility Liens encumbering the Property of the DevCos to the extent that such Property consists solely of Collateral).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing effect as of the Security Instruments as required by this AgreementFirst Amendment Funding Date, (ii) normal requirements filings and registrations of charges necessary to perfect Liens created under applicable Governmental Requirements for initial public offeringsthe Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents whichother actions, if not made the failure of which to obtain or obtained, make would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order Organizational Document of any Governmental AuthorityLoan Party, (c) will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument in each case constituting Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, (d) will not violate or result in a default under in, termination, cancelation or acceleration of any Poseidon Contribution Document obligation thereunder as of the First Amendment Funding Date, and (e) will not result in the creation or imposition of any Lien on any Property asset of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Restricted Subsidiary, except Liens created by under the Loan Documents)Documents and Liens permitted under Section 6.02 of the Credit Agreement, except in the cases of clauses (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing in each case as of the Security Instruments as required by this AgreementClosing Date, (ii) normal requirements filings and registrations of charges necessary to perfect Liens created under applicable Governmental Requirements for initial public offeringsthe Loan Documents and to release existing Liens (if any), and (iii) 135 those third party approvals consents, approvals, registrations, filings or consents whichother actions, if not made the failure of which to obtain or obtained, make would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order Organizational Document of any Governmental AuthorityLoan Party, (c) will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument in each case constituting Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, (d) will not violate or result in, termination, cancelation or acceleration of any obligation thereunder, in a default under any Poseidon Contribution Document each case as of the Closing Date, and (e) will not result in the creation or imposition of any Lien on any Property asset of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Restricted Subsidiary, except Liens created by under the Loan Documents)Documents and Liens permitted under Section 6.02, except in the cases of clauses (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) with respect to the Allotted Mortgage, the Bureau of Indian Affairs and, with respect to the Three Affiliated Tribes Mortgage, the Bureau of Indian Affairs and the Three Affiliated Tribes, provided that provided that the Borrower shall use commercially reasonable efforts to obtain all necessary consents to xxxxx x Xxxx and provide a mortgage in favor of Administrative Agent on the Oil and Gas Properties subject to the Three Affiliated Tribes Mortgage and the Allotted Mortgage as soon as practicable, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing effect as of the Security Instruments as required by this AgreementSecond Amendment Effective Date, (ii) normal requirements filings and registrations of charges necessary to perfect Liens created under applicable Governmental Requirements for initial public offeringsthe Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents whichother actions, if not made the failure of which to obtain or obtained, make would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order Organizational Document of any Governmental AuthorityLoan Party, (c) will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument in each case constituting Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, (d) will not violate or result in a default under in, termination, cancelation or acceleration of any Poseidon Contribution Document obligation thereunder as of the Second Amendment Effective Date, and (e) will not result in the creation or imposition of any Lien on any Property asset of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Restricted Subsidiary, except Liens created by under the Loan Documents)Documents and Liens permitted under Section 6.02 of the Credit Agreement, except in the cases of clauses (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Guarantor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor, as the case may be, or the consummation of the Transactionstransactions by the Borrower or any Guarantor contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation applicable to, or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parentof, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Restricted Subsidiary, (c) will not violate or result in a breach of, or default under under, any indenture indenture, financing agreement or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their PropertiesProved Reserves or other material Properties (including, without limitation, any Permitted 2013 Bond Document), or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCos or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Subsidiary or any Drop Down Entity Mortgagor DevCo or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other any Restricted Subsidiary or such Drop Down Entity Mortgagorany DevCo, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo (other than the Liens created by the Loan DocumentsDocuments and the Permitted OPNA Credit Facility Liens encumbering the Property of the DevCos to the extent that such Property consists solely of Collateral).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) filings with, and approvals from, the SEC and other Governmental Authorities necessary to accomplish Steps V and VI of the Spin-off, (ii) the recording and filing of the Security Instruments as required by this Agreement, (iiiii) normal requirements filings, consents or approvals required for the exercise by the Administrative Agent of its rights under applicable Governmental Requirements for initial public offeringsthe Security Instruments, (iv) filings under the Securities and Exchange Act of 1934, as amended, and filings of releases with respect to the collateral securing the Existing Credit Agreement, (v) routine filings to be made after the date hereof to maintain "good standing" in such jurisdictions and to maintain licenses and permits, (vi) those filings, approvals and consents disclosed in Schedule 7.03, and (iiivii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the ParentBorrower, the Borrower, General Partner (so long as the Borrower is a partnership) or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument, including the 2002 Senior Subordinated Indenture, binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the ParentBorrower, the Borrower, General Partner (so long as the Borrower is a partnership) or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, except as disclosed in Schedule 7.03 and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the ParentBorrower, the Borrower, General Partner (so long as the Borrower is a partnership) or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offeringsgovernmental consents, approvals, filings and registrations in connection with the Celero Acquisition that are customarily made after the consummation of an acquisition, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have a material and adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parent, the Borrower, Parent or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Funded Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, Parent or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Parent or such Drop Down Entity MortgagorRestricted Subsidiary, (d) will not violate or result in a default under any Poseidon Contribution Document Celero Acquisition Document, and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Parent or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require require, as a condition thereto, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Subsidiary pursuant to any statutory law or regulation applicable to it, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor as herein provided or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Subsidiary, (c) will not violate or result in a default under any indenture or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or to the extent there is a cap on the amount of first lien loans in any such Drop Down Entity Mortgagor, indenture will not exceed such cap and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any consensual Lien by the Borrower or any Subsidiary on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, members or managers or supervisors, as applicable, (including Kayne) whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing approval of the Security Instruments Creditors under the Existing Credit Agreement, which agreements shall be paid and released as required by this Agreementof the Effective Date, (ii) normal requirements approval of the lessor under applicable Governmental Requirements for initial public offeringsthe Shell Lease, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, Borrower (including the Borrower, any other Restricted Subsidiary, ’s LLC Agreement and the Sector 2010 Loan Agreement) or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan DocumentsPermitted Liens).

Approvals; No Conflicts. The Transactions (a) do not require require, as a condition thereto, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Subsidiary pursuant to any statutory law or regulation applicable to it, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor as herein provided or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Subsidiary, (c) will not violate or result in a default under any indenture or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any consentual Lien by the Borrower or any Subsidiary on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the ParentParent Guarantor, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments and financing statements as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, bylaws, limited liability company agreements, charter, by-laws agreements or other organizational documents of the ParentParent Guarantor, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, and (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the ParentParent Guarantor, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiaries or any of their Properties, or give rise to a right thereunder to require any payment to be made by the ParentParent Guarantor, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagor, (d) will not violate or result in a default under any Poseidon Contribution Document Subsidiaries and (e) will not result in the creation or imposition of any Lien on any Property of the ParentParent Guarantor, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Restricted Subsidiaries (other than the Liens created by the Loan Documents).”

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing in each case as of the Security Instruments as required by this AgreementClosing Date, (ii) normal requirements filings and registrations of charges necessary to perfect Liens created under applicable Governmental Requirements for initial public offeringsthe Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents whichother actions, if not made the failure of which to obtain or obtained, make would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order Organizational Document of any Governmental AuthorityLoan Party, (c) will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument in each case constituting Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, (d) will not violate or result in, termination, cancelation or acceleration of any obligation thereunder, in a default under any Poseidon Contribution Document each case as of the Closing Date, and (e) will not result in the creation or imposition of any Lien on any Property asset of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Liens Restricted Subsidiary, except Xxxxx created by under the Loan Documents)Documents and Liens permitted under Section 6.02, except in the cases of clauses (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Guarantor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor, as the case may be, or the consummation of the Transactionstransactions by the Borrower or any Guarantor contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation applicable to, or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parentof, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Restricted Subsidiary, (c) will not violate or result in a breach of, or default under under, any indenture indenture, financing agreement or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their PropertiesProved Reserves or other material Properties (including, without limitation, any Permitted Unsecured Debt Document), or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing in each case as of the Security Instruments as required by this AgreementClosing Date, (ii) normal requirements filings and registrations of charges necessary to perfect Liens created under applicable Governmental Requirements for initial public offeringsthe Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents whichother actions, if not made the failure of which to obtain or obtained, make would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order Organizational Document of any Governmental AuthorityLoan Party, (c) will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument in each case constituting Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, (d) will not violate or result in, termination, cancelation or acceleration of any obligation thereunder, in a default under any Poseidon Contribution Document each case as of the Closing Date, and (e) will not result in the creation or imposition of any Lien on any Property asset of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Restricted Subsidiary, except Liens created by under the Loan Documents)Documents and Liens permitted #97036997v3 under Section 6.02, except in the cases of clauses (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (a) do not require require, as a condition thereto, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Subsidiary pursuant to any statutory law or regulation applicable to it, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor as herein provided or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Subsidiary, (c) will not violate or result in a default under any indenture or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or to the extent there is a cap on the amount of first lien loans in any such Drop Down Entity Mortgagor, indenture will not exceed such cap and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien by the Borrower or any Subsidiary on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require require, as a condition thereto, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Subsidiary pursuant to any statutory law or regulation applicable to it, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor as herein provided or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Subsidiary, (c) will not violate or result in a default under any indenture or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any consensual Lien by the Borrower or any Subsidiary on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could hereunder, would not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) other than violations arising as a result of the commencement of the Chapter 11 Cases or where enforcement is stayed as upon commencement of the Chapter 11 Cases or as otherwise excused by the Bankruptcy Court, will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) other than violations arising as a result of the commencement of the Chapter 11 Cases or where enforcement is stayed as upon commencement of the Chapter 11 Cases or as otherwise excused by the Bankruptcy Court, will not violate or result in a default under any indenture indenture, material agreement or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan DocumentsDocuments or the DIP Order).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders, partners or any class of managers, directors, managers or supervisors, as applicablepartners, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan DocumentsDocuments and, at any time prior to the Second Lien Discharge Date, the Liens created under the Second Lien Documents to the extent permitted hereunder and under the Second Lien Intercreditor Agreement).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members or any class of directors, managers or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except the Bankruptcy Court’s order approving the Plan of Reorganization and such other approvals as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, Borrower or any other Restricted Subsidiary, or any Drop Down Entity Mortgagor Subsidiary or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan DocumentsDocuments and the Liens created under the Second Lien Indenture to the extent permitted hereunder and under the Second Lien Intercreditor Agreement).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements filings, consents or approvals required for the exercise by the Administrative Agent of its rights under applicable Governmental Requirements for initial public offeringsthe Security Instruments, (iii) filings under the Securities and Exchange Act of 1934, as amended, and filings of releases with respect to the collateral securing the Existing Credit Agreement, (iv) routine filings to be made after the date hereof to maintain "good standing" in such jurisdictions and to maintain licenses and permits, (v) those filings, approvals and consents disclosed in Schedule 7.03, and (iiivi) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument, including the 2002 Senior Subordinated Indenture and, if applicable, the Permitted Additional Senior Subordinated Indenture, binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, except as disclosed in Schedule 7.03 and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Debt Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower, Borrower or any other Restricted Subsidiary or (ii) any Drop Down Entity Mortgagor applicable law or regulation or any order of any Governmental Authority, other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, OP LLC, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorRestricted Subsidiary, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any material Property of the Parent, OP LLC, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Debt Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and those consents, (b) approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo or (ii) any applicable law or regulation or any order of any Governmental Authority, (c) other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, OP LLC, the Borrower, any other Restricted Subsidiary, Subsidiary or any Drop Down Entity Mortgagor DevCo or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower, such other Restricted Subsidiary or such Drop Down Entity MortgagorDevCo, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any material Property of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo (other than the Liens created by the Loan DocumentsDocuments and the Permitted OMP Credit Facility Liens encumbering the Property of the DevCos to the extent that such Property consists solely of Collateral).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, OP LLC, the Borrower, any other Restricted Subsidiary, Subsidiary or any Drop Down Entity Mortgagor DevCo or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower, such other Restricted Subsidiary or such Drop Down Entity MortgagorDevCo, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo (other than the Liens created by the Loan DocumentsDocuments and the Permitted OMP Credit Facility Liens encumbering the Property of the DevCos to the extent that such Property consists solely of Collateral).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing effect as of the Security Instruments as required by this AgreementEffective Date, (ii) normal requirements filings and registrations of charges necessary to perfect Liens created under applicable Governmental Requirements for initial public offeringsthe Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents whichother actions, if not made the failure of which to obtain or obtained, make would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order Organizational Document of any Governmental AuthorityLoan Party, (c) will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument in each case constituting Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, (d) will not violate or result in a default under in, termination, cancelation or acceleration of any Poseidon Contribution Document obligation thereunder as of the Effective Date, and (e) will not result in the creation or imposition of any Lien on any Property asset of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Liens Restricted Subsidiary, except Xxxxx created by under the Loan Documents)Documents and Liens permitted under Section 6.02 of the Credit Agreement, except in the cases of clauses (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements filings, consents or approvals required for the exercise by the Administrative Agent of its rights under applicable Governmental Requirements for initial public offeringsthe Security Instruments, and (iii) filings under the Securities and Exchange Act of 1934, as amended, (iv) routine filings to be made after the date hereof to maintain “good standing” in such jurisdictions and to maintain licenses and permits, (v) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or (ii) any Drop Down Entity Mortgagor applicable law or regulation or any order of any Governmental AuthorityAuthority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument pursuant to which any Material Indebtedness is outstanding, including the Indentures, binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, that could reasonably be expected to have a Material Adverse Effect and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, effect other 68 than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation in any material respect or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or in any Drop Down Entity Mortgagor respect or any order of any Governmental AuthorityAuthority in any material respect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding instrument in respect of Material Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorRestricted Subsidiary, (d) will not violate in any material respect or result in a default under any Poseidon Contribution Document indenture, agreement or other instrument (other than those in respect of Material Debt) binding upon the Borrower or any Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Restricted Subsidiary, and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Guarantor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor, as the case may be, or the consummation of the Transactionstransactions by the Borrower or any Guarantor contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation applicable to, or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parentof, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Restricted Subsidiary, (c) will not violate or result in a breach of, or default under under, any indenture indenture, financing agreement or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their PropertiesProved Reserves or other material Properties (including, without limitation, any Permitted 2015 Bond Document), or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, OP LLC, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorSubsidiary, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members or any class of directors, managers or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except the Bankruptcy Court’s order approving the Plan of Reorganization and such other approvals as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, Borrower or any other Restricted Subsidiary, or any Drop Down Entity Mortgagor Subsidiary or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents, which, for the avoidance of doubt, include the Liens created under the Term Loan B Facility and any Refinancing Debt thereof).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Subsidiary or any Drop Down Entity Mortgagor DevCo or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other any Restricted Subsidiary or such Drop Down Entity Mortgagor, any DevCo and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members or any class of directors, managers or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except the Bankruptcy Court’s order approving the Plan of Reorganization and such other approvals as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, Borrower or any other Restricted Subsidiary, or any Drop Down Entity Mortgagor Subsidiary or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan DocumentsDocuments which, for the avoidance of doubt, include the Liens created under the First-Out Facility).

Approvals; No Conflicts. The Debt Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, OP LLC, the Borrower, any other Restricted Subsidiary, Subsidiary or any Drop Down Entity Mortgagor DevCo or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower, such other Restricted Subsidiary or such Drop Down Entity MortgagorDevCo, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any material Property of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo (other than the Liens created by the Loan DocumentsDocuments and the Permitted OMP Credit Facility Liens encumbering the Property of the DevCos to the extent that such Property consists solely of Collateral).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iiii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, OP LLC, the Borrower, any other Restricted Subsidiary, Subsidiary or any Drop Down Entity Mortgagor DevCo or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower, such other Restricted Subsidiary or such Drop Down Entity MortgagorDevCo, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo (other than the Liens created by the Loan DocumentsDocuments and the Permitted OMP Credit Facility Liens encumbering the Property of the DevCos to the extent that such Property consists solely of Collateral).