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, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 and 8.13 and (ii) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority 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, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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 than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iiiii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and 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 (i) any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or Parent, the Borrower, any other Restricted Subsidiary or (ii) any applicable Governmental Requirement Drop Down Entity Mortgagor or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement indenture or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, agreement regarding Debt binding upon the Borrower Parent, the Borrower, any other Restricted Subsidiary, or any Restricted Subsidiary 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 Borrower or any Parent, the Borrower, such other Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and 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 Borrower Parent, the Borrower, any other Restricted Subsidiary or any Restricted Subsidiary Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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 PersonAuthority, 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 effect, (iii) those the filings and recordings necessary to comply with Sections 8.03perfect the Liens created hereby and by the Security Instruments, 8.08 and 8.13 and (iiiii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and or could not reasonably be expected to have a Material Adverse Effect; Effect and (iv) the filing of any required documents with the SEC, (b) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of the Borrower Credit Parties or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority (except, with respect to applicable to law or binding upon the Borrower or any Restricted Subsidiary which regulations, for such violations that would not reasonably be expected to have a Material Adverse Effect; ), (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any evidencing or governing Material Indebtedness is outstanding, including the Senior Indenture, Debt binding upon the Borrower or any Credit Parties, the Restricted Subsidiary Subsidiaries or their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower Credit Parties or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower Credit Parties or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of Borrower or any other Person) to be made or obtained by an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligor, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Documents as required by this Agreement and such Security Documents, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and could hereunder, or would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; , (b) will not violate (i) the charterany Sanctions or Applicable Law applicable to an Obligor, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement Organic Documents of any Obligor, or (iii) any order of any Governmental Authority applicable to or binding upon the Borrower or on any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Obligor, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their PropertiesContract, or give rise to a right thereunder to require any payment to be made by the Borrower any Obligor or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of the Borrower any Obligor or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members, shareholders, partners or any class of managers, directors, or partners, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate (i) the charter, by-laws any applicable law or other organizational documents Organizational Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted such Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate (i) the charter, by-laws any applicable law or other organizational documents Organizational Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement indenture or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, similar Debt agreement binding upon the Borrower or any Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Except as set forth on Schedule 7.03, 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, 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) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect 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 charter, by-laws or other organizational documents of either of the Borrowers or any Subsidiary or, except as could not reasonably be expected to have a Material Adverse Effect; (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the either Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the such Borrower or such Subsidiary, except any Restricted Subsidiary violation or default that could not reasonably be expected to have a Material Adverse Effect; and Effect and (d) will not result in the creation or imposition of any Lien on any Property of the either Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) the charter, by-laws any applicable law or other organizational documents regulation or any Organization Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement Subsidiary, or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indentureindenture or other agreement regarding 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 pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary Subsidiary, or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that such Subsidiary, other than such violations or defaults which would not cause a Default or Event of Default hereunder, could not reasonably be expected to have a Material Adverse Effect; and , or do not have an adverse effect on the enforceability of any Loan Documents, and (de) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) the charterany applicable law or regulation, by-laws or other organizational documents (ii) any Organization Documents of the Borrower or any Restricted Subsidiary Subsidiary, or (iiiii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indentureindenture or other agreement regarding 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 pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary Subsidiary, or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that such Subsidiary, other than such violations or defaults which would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect; and , or do not have an adverse effect on the enforceability of any Loan Documents, and (de) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except (i) such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03effect, 8.08 and 8.13 and in each case as of the Closing Date, (ii) filings and registrations of charges necessary to perfect Liens created under the Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents thatother actions, if not made the failure of which to obtain or obtained, make would not cause a Default hereunder and could not reasonably be expected to have result in a Material Adverse Effect; , (b) will not violate any Organizational Document of any Loan Party, (ic) the charter, by-laws or other organizational documents will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary or Subsidiary, (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; (cd) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any in each case constituting Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected or give rise to have a Material Adverse Effect; and right of, or result in, termination, cancelation or acceleration of any obligation thereunder, in each case as of the Closing Date, and (de) will not result in the creation or imposition of any Lien on any Property asset of the Borrower or any Restricted Subsidiary (other than the 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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent Guarantor 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and or could not reasonably be expected to have a Material Adverse Effect; , (iii) the filing of any required document with the SEC and (iv) such consents, approvals, registrations, filings and actions as may be necessary in connection with the grant of Liens on any Properties that are under the jurisdiction of the Bureau of Indian Affairs, any tribal authority or any similar Governmental Authority or third Person, (b) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of the Borrower Parent Guarantor or any Restricted Subsidiary or (ii) any applicable Governmental Requirement other Credit Party or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which violation would reasonably reasonable be expected to have a Material Adverse Effect; Effect and (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any evidencing Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower Parent Guarantor or any Restricted Subsidiary other Credit Party or their Properties, its Properties or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower Parent Guarantor or any Restricted Subsidiary other Credit Party (other than the Liens created by the Loan Documents), except to the extent such violation, default or Lien under this clause (c) could not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The Transactions Transactions (a) do not require require, as a condition thereto, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members, shareholders or any class of directors or managers, whether interested or disinterested, of 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 transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents Organizational Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Subsidiary, (c) will not violate or result in a default under any indenture, agreement indenture or other material instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary or to the extent there is a cap on the amount of first lien loans in any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and such indenture will not exceed such cap and (d) will not result in the creation or imposition of any consensual Lien by the Borrower or any Subsidiary on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including the shareholders or any class of directors of the Borrower or any other Person, whether interested or disinterested), 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 effect, (iii) those the filings and recordings necessary to comply with Sections 8.03perfect the Liens created hereby and by the Security Instruments, 8.08 and 8.13 and (iiiii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and or could not reasonably be expected to have a Material Adverse Effect; Effect and (iv) the filing of any required documents with the SEC, (b) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of the Borrower Obligors or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority (except, with respect to applicable to law or binding upon the Borrower or any Restricted Subsidiary which regulations, for such violations that would not reasonably be expected to have a Material Adverse Effect; ), (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any evidencing or governing Material Indebtedness is outstanding, including the Senior Indenture, Debt binding upon the Borrower or any Obligors, the Restricted Subsidiary Subsidiaries or their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower Obligors or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower Obligors or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 and 8.13 and (ii) those third party approvals or consents thator filings with the SEC pursuant to the Securities Exchange Act of 1934 which, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their the Borrower’s or such Restricted Subsidiary’s Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of of, or the requirement to create, any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents)Subsidiary.

Approvals; No Conflicts. The Transactions (a) Subject to the entry of the DIP Order, the Transactions do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, 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 transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; (b) Effect or do not have an adverse effect on the enforceability of the Loan Documents and those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower Parent, OP LLC, the Borrower, any Subsidiary or any Restricted Subsidiary or (ii) any applicable Governmental Requirement DevCo or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; (c) Authority, will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower Parent, OP LLC, the Borrower, any Subsidiary or any Restricted Subsidiary DevCo or their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower Parent, OP LLC, the Borrower, such Subsidiary or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and (d) such DevCo, will not result in the creation or imposition of any Lien on any Property of the Borrower Parent, OP LLC, the Borrower, any Subsidiary or any Restricted Subsidiary 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 Except as set forth on Schedule 7.03, 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, 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) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents of the Borrower Borrowers or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would Authority, except violations that could not reasonably be expected to have a Material Adverse Effect; , (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower Borrowers or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower Borrowers or such Subsidiary, except any Restricted Subsidiary violation or default that could not reasonably be expected to have a Material Adverse Effect; and Effect and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower Borrowers or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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 shareholders or any class of directors, whether interested or disinterested, of each member of the Parent Group 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate (i) the charter, by-laws or other organizational documents of each member of the Borrower Parent Group or any Restricted Subsidiary or (ii) any applicable Governmental Requirement law or regulation or any order of any Governmental Authority applicable to or binding upon the Borrower or Authority, other than any Restricted Subsidiary which would such violation that could not reasonably be expected to have a Material Adverse Effect; Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any material indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower any Restricted Party or any Restricted Subsidiary or of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and Party, and (d) will not result in the creation or imposition of any Lien on any material Property of the Borrower or any Restricted Subsidiary Party (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, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except (i) such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03as of the Second Amendment Effective Date, 8.08 and 8.13 and (ii) filings and registrations of charges necessary to perfect Liens created under the Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents thatother actions, if not made the failure of which to obtain or obtained, make would not cause a Default hereunder and could not reasonably be expected to have result in a Material Adverse Effect; , (b) will not violate any Organizational Document of any Loan Party, (ic) the charter, by-laws or other organizational documents will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary or Subsidiary, (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; (cd) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any in each case constituting Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected or give rise to have a Material Adverse Effect; and right of, or result in, termination, cancelation or acceleration of any obligation thereunder as of the Second Amendment Effective Date, and (de) will not result in the creation or imposition of any Lien on any Property asset of the Borrower or any Restricted Subsidiary (other than the 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 Transactions (a) do not require require, as a condition thereto, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members, shareholders or any class of directors or managers, whether interested or disinterested, of 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 transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents Organizational Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Subsidiary, (c) will not violate or result in a default under any indenture, agreement indenture or other material instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted such Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any consentual Lien by the Borrower or any Subsidiary on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 and 8.13 and (ii) those third party approvals or consents thator filings with the SEC pursuant to the Securities Exchange Act of 1934 which, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and (except as contemplated by Section 6.01(l)) and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents)Subsidiary.

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or 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) those necessary to comply the recording and filing of the Security Instruments as required by this Agreement, (ii) governmental consents, approvals, filings and registrations in connection with Sections 8.03the Celero Acquisition that are customarily made after the consummation of an acquisition, 8.08 and 8.13 and (iiiii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have a material and adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any applicable law or regulation or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Borrower Parent or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement indenture or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, agreement regarding Funded Debt binding upon the Borrower Parent 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 Parent or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and Subsidiary, (d) will not violate or result in a default under any Celero Acquisition Document, and (e) will not result in the creation or imposition of any Lien on any Property of the Borrower Parent or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary filings and approvals that will have been obtained prior to comply with Sections 8.03the Effective Date or are customarily obtained following an acquisition of Oil and Gas Properties, 8.08 (ii) the recording and 8.13 filing of the Security Instruments as required by this Agreement and (iiiii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except (i) such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03as of the First Amendment Funding Date, 8.08 and 8.13 and (ii) filings and registrations of charges necessary to perfect Liens created under the Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents thatother actions, if not made the failure of which to obtain or obtained, make would not cause a Default hereunder and could not reasonably be expected to have result in a Material Adverse Effect; , (b) will not violate any Organizational Document of any Loan Party, (ic) the charter, by-laws or other organizational documents will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary or Subsidiary, (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; (cd) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any in each case constituting Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected or give rise to have a Material Adverse Effect; and right of, or result in, termination, cancelation or acceleration of any obligation thereunder as of the First Amendment Funding Date, and (de) will not result in the creation or imposition of any Lien on any Property asset of the Borrower or any Restricted Subsidiary (other than the 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, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Canadian Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments or the Canadian Security Instruments as required by this Agreement or the Canadian Credit Agreement and (ii) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which (including, without limitation, FCPA and OFAC, if applicable), except in the case of clause (ii), violations that would not reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under the Canadian Credit Agreement or any indenture, agreement or other instrument pursuant to which any Material Indebtedness Debt is outstanding, including the Senior Indenturein each case, binding upon the Borrower or any Restricted Subsidiary or their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary Subsidiary, except violations that could would not reasonably be expected to have a Material Adverse Effect; and (d) will not result in the creation or imposition of any Lien on any Oil and Gas Property of the Borrower or any Restricted Subsidiary (other than the Liens created or permitted by the Loan Documents and the Canadian Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, members or managers (including Kayne) whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03approval of the Creditors under the Existing Credit Agreement, 8.08 which agreements shall be paid and 8.13 released as of the Effective Date, (ii) approval of the lessor under the Shell Lease, and (iiiii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents Organizational Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower (including the Borrower’s LLC Agreement and the Sector 2010 Loan Agreement) or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted such Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan DocumentsPermitted Liens).

Approvals; No Conflicts. The Transactions 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 partners, whether interested or disinterested, of any Obligor, any Pledgor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Note Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect other than (i) those necessary or, in the reasonable judgment of the Obligor and such Pledgor, can reasonably be expected to comply with Sections 8.03, 8.08 and 8.13 be obtained when needed and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Note Documents, (b) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower any Obligor or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower any Obligor or any Restricted Subsidiary or their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower any such Obligor or any Restricted such Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower any Obligor or any Restricted Subsidiary (other than the Liens created by the Loan Note Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of PHR, any Future Intermediation Subsidiary, any Borrower or any other Person), 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 contemplated thereby, except such as have been obtained or made and are in full force and effect effect, other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Documents as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and could hereunder, or could, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; , (b) will not violate (i) the charterany Sanctions or Applicable Law or any Organic Documents of PHR, by-laws or other organizational documents of the any Future Intermediation Subsidiary, any Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement Subsidiary, or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their PropertiesContract, or give rise to a right thereunder to require any payment to be made by the Borrower or any Borrower, any Restricted Subsidiary, any Future Intermediation Subsidiary that could reasonably be expected to have a Material Adverse Effect; and or PHR and (d) will not result in the creation or imposition of any Lien on any Property of the PHR, any Future Intermediation Subsidiary, any Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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, 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those filings with, and approvals from, the SEC and other Governmental Authorities necessary to comply accomplish Steps V and VI of the Spin-off, (ii) the recording and filing of the Security Instruments as required by this Agreement, (iii) filings, consents or approvals required for the exercise by the Administrative Agent of its rights under the Security Instruments, (iv) filings under the Securities and Exchange Act of 1934, as amended, and filings of releases with Sections 8.03respect to the collateral securing the Existing Credit Agreement, 8.08 (v) routine filings to be made after the date hereof to maintain "good standing" in such jurisdictions and 8.13 to maintain licenses and permits, (vi) those filings, approvals and consents disclosed in Schedule 7.03, and (iivii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents of the Borrower, the General Partner (so long as the Borrower is a partnership) or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstandinginstrument, including the 2002 Senior Subordinated Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower, the General Partner (so long as the Borrower is a partnership) or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and except as disclosed in Schedule 7.03 and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower, the General Partner (so long as the Borrower is a partnership) or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents to which each Obligor is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including equityholders, members, partners or any class of directors or managers, whether interested or disinterested, of the Obligors 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 obligations under the Loan Documents, except such as have been obtained or made and are in full force and effect effect, other than (i) those the recordations and filings necessary to comply with Sections 8.03perfect Agent’s Liens in the Collateral, 8.08 and 8.13 as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and could would not reasonably be expected to have result in a Material Adverse Effect; , (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement Applicable Law or any order of any Governmental Authority applicable material to any Obligor’s or binding upon the Borrower or any its Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Subsidiary’s business, (c) will not violate or result in a default under any indenture, agreement Organic Documents of any Obligor or any indenture or other instrument pursuant to which material agreement regarding Debt binding upon any Material Indebtedness is outstanding, Obligor or its Restricted Subsidiaries or its Properties (including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their PropertiesTerm Loan Documents), or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and Obligor, and (d) will not result in the creation or imposition of any Lien on any Sand Property of the Borrower any Obligor or any its Restricted Subsidiary Subsidiaries (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) the charterany applicable law or regulation, by-laws or other organizational documents (ii) any Organization Documents of the Borrower or any Restricted Subsidiary Subsidiary, or (iiiii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indentureindenture or other agreement regarding 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 pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary Subsidiary, or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that such Subsidiary, other than such violations or defaults which would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect; and (d) will , or do not result in have an adverse effect on the creation or imposition enforceability of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents)., and

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 transactions by the Borrower or any Guarantor contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any law or regulation applicable to, or the charter, by-laws bylaws or other organizational documents of of, the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Subsidiary, (c) will not violate or result in a breach of, or default under under, any indenture, financing agreement or other material instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any 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 Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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 Equity Interests or any class of directors, 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents of the Borrower or Parent, the Borrower, any Restricted Subsidiary or (ii) any applicable Governmental Requirement DevCos or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or Parent, the Borrower, any Restricted Subsidiary or any DevCo or their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Parent, the Borrower, any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and or any DevCo, (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or Parent, the Borrower, any Restricted Subsidiary or any 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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted such Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions transactions contemplated by this Note (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third PersonAuthority, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document this Note or the consummation of the transactions contemplated hereby, except (1) such as have been obtained or made and are in full force and effect other than effect, (i) those necessary to comply with Sections 8.03, 8.08 and 8.13 and (ii2) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and or could not reasonably be expected to have a Material Adverse Effect; Effect and (b3) the filing of any required documents with the SEC, (ii) will not violate (i) any Applicable Law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement Issuer or any order of any Governmental Authority applicable (except, with respect to Applicable Law or binding upon the Borrower or any Restricted Subsidiary which regulations, for such violations that would not reasonably be expected to have a Material Adverse Effect; ), (ciii) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any evidencing or governing Material Indebtedness is outstanding, including the Senior Indenture, Debt binding upon the Borrower Issuer or any Restricted Subsidiary or their Propertiesits properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and Issuer and (div) will not result in the creation or imposition of any Lien on any Property property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents)Issuer.

Approvals; No Conflicts. The Transactions 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 PersonAuthority, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except such as have been obtained or made and are in full force and effect other than (i) those and except filings necessary to comply with Sections 8.03perfect Liens created under the Loan Documents, 8.08 and 8.13 and (ii) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; (b) will not violate (i) the charterOrganizational Documents of, by-laws or other organizational documents (ii) any Requirements of Law applicable to, Holdings, the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Subsidiary, (c) will not violate or result in a default under any indenture, indenture or other agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon Holdings, the Borrower or any Restricted Subsidiary or their Propertiesrespective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary that could reasonably be expected Subsidiary, or give rise to have a Material Adverse Effect; and right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any Lien on any Property asset of Holdings, the Borrower or any Restricted Subsidiary (other than the Subsidiary, except Liens created by under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members, shareholders or any class of directors, whether interested or disinterested, of any Loan Party 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 contemplated thereby, except such as have been obtained or made and are in full force and effect effect, other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of any Security Instruments as required by the Loan Documents and (ii) those third party approvals consents, approvals, registrations, filings or consents thatother actions which, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) result in a violation by any Loan Party of any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate breach or result in a default under any material indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any material payment to be made by the Borrower or any Restricted Subsidiary that such Subsidiary, which breach, default or right to require payment could reasonably be expected to have result in a Material Adverse Effect; and , and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created or permitted by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, 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 transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (iii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or Parent, OP LLC, the Borrower, any Restricted Subsidiary or (ii) any applicable Governmental Requirement DevCo or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or Parent, OP LLC, the Borrower, any Restricted Subsidiary or any DevCo or their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Parent, OP LLC, the Borrower, such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and or such DevCo, (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or Parent, OP LLC, the Borrower, any Restricted Subsidiary or any 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 After giving effect to the Confirmation Order and the Prepackaged Plan, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Borrower or any other Person), 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Documents as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, or could not reasonably be expected to have a Material Adverse Effect; , (b) will not violate (i) the charter, by-laws any Sanctions and Applicable Law or other organizational documents any Organic Documents of the any Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement Subsidiary, or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their PropertiesContract, or give rise to a right thereunder to require any payment to be made by the any Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the any Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members, shareholders, partners or any class of managers, directors, or partners, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate (i) the charter, by-laws any applicable law or other organizational documents Organizational Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require CREDIT AGREEMENT - Page 64 any payment to be made by the Borrower or any Restricted such Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members or any class of managers, whether interested or disinterested, of 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 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 other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate (i) any applicable law or Organizational Documents of the charterParent, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Parent, the Borrower or any Restricted other 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 or any Restricted such other Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any Restricted other Subsidiary (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 Transactions Transactions (a) do not require require, as a condition thereto, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members, shareholders or any class of directors or managers, whether interested or disinterested, of 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 transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents Organizational Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Subsidiary, (c) will not violate or result in a default under any indenture, agreement indenture or other material instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted such Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any consensual Lien by the Borrower or any Subsidiary on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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, 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) filings, consents or approvals required for the exercise by the Administrative Agent of its rights under the Security Instruments, (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 thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement law or regulation or any order of any Governmental Authority 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, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior IndentureIndentures, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and Effect and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary filings with, and approvals from, the SEC, and approval of the noteholders and the shareholders of the Borrower that will have been obtained prior to comply the date of the initial funding in connection with Sections 8.03the Reorganization, 8.08 and 8.13 and (ii) the recording or filing of the Security Instruments and related financing statements as required by this Agreement, (iii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, and (iv) those necessary to comply with Sections 8.03, 8.09 and 8.14, (b) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted such Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) except as contemplated by this Agreement and the Senior Indenture, will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents)Subsidiary.

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including the members or any class of directors of the Borrower or any other Person, whether interested or disinterested), 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 contemplated thereby, except (i) such as have been obtained or made and are in full force and effect other than effect, (iii) those the filings and recordings necessary to comply with Sections 8.03perfect the Liens created hereby and by the Security Instruments, 8.08 and 8.13 and (iiiii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and or could not reasonably be expected to have a Material Adverse Effect; Effect and (iv) the filing of any required documents with the SEC, (b) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Restricted Subsidiary or (ii) any applicable Governmental Requirement Subsidiaries or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which (except for such violations that would not reasonably be expected to have a Material Adverse Effect; ), (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any evidencing Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary Guarantor or their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and such Guarantor and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any of its Restricted Subsidiary Subsidiaries (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions After giving effect to the Confirmation Order and the Prepackaged Plan, theThe Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Borrower or any other Person), 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Documents as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, or could not reasonably be expected to have a Material Adverse Effect; , (b) will not violate (i) the charter, by-laws any Sanctions and Applicable Law or other organizational documents any Organic Documents of the any Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement Subsidiary, or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their PropertiesContract, or give rise to a right thereunder to require any payment to be made by the any Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the any Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Subject to entry of the DIP Order and the terms thereof, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person, 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) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and the applicable DIP Order and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default that is not excused by the Bankruptcy Code under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members or any class of managers, whether interested or disinterested, of 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 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 other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate (i) any applicable law or Organizational Documents of the charterParent, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Parent, the Borrower or any Restricted other 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 or any Restricted such other Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any Restricted other Subsidiary (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 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 shareholders or any class of directors, 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 transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or Parent, OP LLC, the Borrower, any Restricted Subsidiary or any DevCo or (ii) any applicable Governmental Requirement law or regulation or any order of any Governmental Authority applicable to or binding upon the Borrower or Authority, other than any Restricted Subsidiary which would such violation that could not reasonably be expected to have a Material Adverse Effect; Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any material indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or Parent, OP LLC, the Borrower, any Restricted Subsidiary or any DevCo or their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Parent, OP LLC, the Borrower, such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and or such DevCo, (d) will not result in the creation or imposition of any Lien on any material Property of the Borrower or Parent, OP LLC, the Borrower, any Restricted Subsidiary or any 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 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 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect 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 charter, bylaws or other organizational documents of Holdings, the Borrower or any Restricted Subsidiary or any order of any Governmental Authority, except to the extent such violation could not reasonably be expected to have a Material Adverse Effect; (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority 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, agreement or other instrument pursuant to which any evidencing Material Indebtedness is outstanding, including the Senior Indenture, Debt binding upon Holdings, 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 Holdings, the Borrower or any Restricted Subsidiary Subsidiary, except for violations that could not individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; and Effect and (d) will not result in the creation or imposition of any Lien on any Property of Holdings, the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 transactions by the Borrower or any Guarantor contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any law or regulation applicable to, or the charter, by-laws bylaws or other organizational documents of of, the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Subsidiary, (c) will not violate or result in a breach of, or default under under, any indenture, financing agreement or other material instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any 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 Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except (i) such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03effect, 8.08 and 8.13 and in each case as of the Closing Date, (ii) filings and registrations of charges necessary to perfect Liens created under the Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents thatother actions, if not made the failure of which to obtain or obtained, make would not cause a Default hereunder and could not reasonably be expected to have result in a Material Adverse Effect; , (b) will not violate any Organizational Document of any Loan Party, (ic) the charter, by-laws or other organizational documents will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary or Subsidiary, (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; (cd) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any in each case constituting Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected or give rise to have a Material Adverse Effect; and right of, or result in, termination, cancelation or acceleration of any obligation thereunder, in each case as of the Closing Date, and (de) will not result in the creation or imposition of any Lien on any Property asset of the Borrower or any Restricted Subsidiary (other than the Liens 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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members, shareholders, partners or any class of managers, directors, or partners, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate (i) the charter, by-laws any applicable law or other organizational documents Organizational Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted such Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors or managers, as applicable, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any applicable material provision of law or regulation or the charter, by-laws bylaws or other organizational documents Organizational Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indentureindenture in respect of Material Debt, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, 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 any such Restricted Subsidiary Subsidiary, except for violations that could not individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; and , (d) will not violate or result in a default under any Acquisition Document, and (e) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil & Gas Properties, (b) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Parent, the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Parent, the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and such Subsidiary, (d) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the entry by the Bankruptcy Court of the Interim Financing Order or the Final Financing Order, 8.08 and 8.13 and as applicable, (ii) filings with, and approvals from, the SEC, (iii) the recording or filing of the Security Instruments and related financing statements as required by this Agreement, (iv) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, and (v) those necessary to comply with Sections 8.03, 8.09 and 8.14, (b) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted such Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) except as contemplated by this Agreement, the Pre-Petition Credit Agreement and the Pre-Petition Senior Indenture, will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents)Subsidiary.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except Document, other than (i) such as have been obtained or made and are in full force and effect other than effect, (iii) those necessary to comply with Sections 8.03, 8.08 and 8.13 and or 8.12, (iiiii) approvals from BOEMRE or any other Governmental Authority customarily obtained after the closing of sales or transfers involving assets in the Gulf of Mexico or (iv) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary Subsidiary, the violation of which would reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders, equity holders or any class of directors or managers, whether interested or disinterested, of any Loan Party 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; Effect and (iii) those consents of Governmental Authorities that are customarily obtained after the Effective Date, including without limitation those consents set forth on Schedule 7.03, (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement law or regulation of any Loan Party or any order of any Governmental Authority applicable to or binding upon the Borrower or in any Restricted Subsidiary which would way that could reasonably be expected to have a Material Adverse Effect; , (c) will not violate or result in a default under any indenture, agreement Organizational Document of any Loan Party or any indenture or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, agreement regarding Debt of $1,000,000 or more binding upon the Borrower any Loan Party or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party, (d) will not violate or result in a default under any Restricted Subsidiary other agreement or instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party, in any way that could reasonably be expected to have a Material Adverse Effect; and , (de) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary Loan Party (other than the Liens created by the Loan Documents), and (f) will not violate, result in a default or event of default or require any consents under the First Lien Documents or any indenture governing the Senior Notes.

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, 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 transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower Parent, OP LLC, the Borrower, any Subsidiary or any Restricted Subsidiary or (ii) any applicable Governmental Requirement DevCo or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower Parent, OP LLC, the Borrower, any Subsidiary or any Restricted Subsidiary DevCo or their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower Parent, OP LLC, the Borrower, such Subsidiary or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and such DevCo, (d) will not result in the creation or imposition of any Lien on any Property of the Borrower Parent, OP LLC, the Borrower, any Subsidiary or any Restricted Subsidiary 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 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 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any applicable law or regulation in any material respect or the charter, by-laws bylaws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) in any applicable Governmental Requirement respect or any order of any Governmental Authority applicable to or binding upon the Borrower or in any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; material respect, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any in respect of Material Indebtedness is outstanding, including the Senior Indenture, 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 any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and such Subsidiary, (d) will not violate in any material respect or result in a default under any indenture, agreement or other instrument (other than those in respect of Material Debt) binding upon the Borrower or any Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary, and (e) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any U.S. Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments or the U.S. Security Instruments as required by this Agreement or the U.S. Credit Agreement and (ii) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower Parent or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower Parent or any Restricted Subsidiary which (including, without limitation, FCPA and OFAC, if applicable), except in the case of clause (ii), violations that would not reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under the U.S. Credit Agreement or any indenture, agreement or other instrument pursuant to which any Material Indebtedness Debt is outstanding, including the Senior Indenturein each case, binding upon the Borrower Parent or any Restricted Subsidiary or their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower Parent or any Restricted Subsidiary Subsidiary, except violations that could would not reasonably be expected to have a Material Adverse Effect; and (d) will not result in the creation or imposition of any Lien on any Oil and Gas Property of the Borrower Parent or any Restricted Subsidiary (other than the Liens created or permitted by the Loan Documents and the U.S. Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members or any class of managers, whether interested or disinterested, of 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 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 other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate (i) any applicable law or Organizational Documents of the charterParent, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Parent, the Borrower or any Restricted other 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 or any Restricted such other Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any Restricted other Subsidiary (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 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 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) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and 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 (i) any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement indenture or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, agreement regarding Debt binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted such Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) This Agreement, the Guaranties and the other Loan Documents (i) do not require any consent or approval of, registration or filing (other than financing statements necessary to perfect the Liens created pursuant to the Collateral Documents) with, or any other action by, any Governmental Authority or any other third party (other than the Administrative Agent, the Lenders or any Affiliate thereof), except such as have been obtained or made and are in full force and effect and listed on Schedule 5.03, (ii) will not violate any applicable Law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries (except for payments made pursuant to and in connection with this Agreement, the Guaranties, the other Loan Documents and the TouchNet Merger Related Documents), and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except for the Liens created by the Collateral Documents. (b) The TouchNet Merger Related Documents (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Personparty, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03and listed on Schedule 5.03, 8.08 and 8.13 and (ii) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; (b) will not violate (i) any applicable material Law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement of its Subsidiaries or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (ciii) will not violate or result in a default under any material indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary of its Subsidiaries or their Propertiesits assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected of its Subsidiaries (except for payments made pursuant to have a Material Adverse Effect; and and in connection with this Agreement, the Guaranties, the other Loan Documents and the TouchNet Merger Related CHL:83643.8 Documents), and (div) will not result in the creation or imposition of any Lien on any Property asset of the Borrower or any Restricted Subsidiary (other than of its Subsidiaries, except for the Liens created by the Loan Collateral Documents). The TouchNet Merger has been consummated in accordance with the TouchNet Merger Agreement and in compliance in all material respects with all applicable Laws and regulatory approvals.

Approvals; No Conflicts. The Transactions 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, 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 contemplated thereby, 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) filings, consents or approvals required for the exercise by the Administrative Agent of its rights under the 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 necessary to comply with Sections 8.03filings, 8.08 approvals and 8.13 consents disclosed in Schedule 7.03, and (iivi) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstandinginstrument, including the 2002 Senior Subordinated Indenture and, if applicable, the Permitted Additional Senior Subordinated Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and except as disclosed in Schedule 7.03 and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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 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) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and 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 (i) any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement indenture or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, agreement regarding Debt binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents and the First Lien Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members, partners, shareholders or any class of directors, partners or managers, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, operating agreement, regulations, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement Affiliate or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary Affiliate or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and such Affiliate and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary Affiliate (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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 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 68 than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any applicable law or regulation in any material respect or the charter, by-laws bylaws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) in any applicable Governmental Requirement respect or any order of any Governmental Authority applicable to or binding upon the Borrower or in any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; material respect, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any in respect of Material Indebtedness is outstanding, including the Senior Indenture, 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, (d) will not violate in any material respect or result in a default under any indenture, agreement or other instrument (other than those in respect of Material Debt) binding upon the Borrower or any Restricted Subsidiary that could reasonably or any of their Properties, or give rise to a right thereunder to require any payment to be expected to have a Material Adverse Effect; and made by the Borrower or such Restricted Subsidiary, and (de) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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 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) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and 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 (i) any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement indenture or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, agreement regarding Debt binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents and the Permitted Second Lien Debt Documents).

Approvals; No Conflicts. The Transactions (aTransactions viii) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i1) those necessary filings and approvals that will have been obtained prior to comply with Sections 8.03the Effective Date or are customarily obtained following an acquisition of Oil and Gas Properties, 8.08 (ii) the recording and 8.13 filing of the Security Instruments as required by this Agreement and (iiiii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; (bEffect or do not have an adverse effect on the enforceability of the Loan Documents, ix) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; (cAuthority, x) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and (dand xi) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third PersonAuthority, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except such those as have been obtained or made and are in full force and effect other than (i) those and except for filings necessary to comply with Sections 8.03perfect or maintain perfection of the Liens created under the Loan Documents, 8.08 and 8.13 and (ii) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower any Applicable Law or any Restricted Subsidiary judgment, order or (ii) any applicable Governmental Requirement or any order ruling of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (ciii) will not violate or result in a default under the Organizational Documents of any indentureLoan Party, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (div) will not result in the creation or imposition of any Lien on any Property asset of the Borrower or any Restricted Subsidiary (other than the Loan Parties, except Liens created under the Loan Documents. (b) Except as contemplated by the Loan Documents), all consents, approvals or authorizations of, or filings, registrations or qualifications with, any Governmental Authority or any other Person, necessary or, in the sole discretion of Lenders, advisable to be obtained by a Loan Party in connection with this Agreement, the other Loan Documents, the consummation of the Initial Public Offering and the continuing operations of the Borrower and its Subsidiaries and the transactions contemplated hereby have been obtained and are in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Initial Public Offering or the financing contemplated hereby.

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower and the other Credit Parties of this Fourth Amendment and the other Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Mortgage Amendments and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and could under the Amended Credit Agreement, would not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws bylaws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, 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 any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party, nor the consummation of the Transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors or managers, whether interested or disinterested, of any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan 102563340 43 Document or the consummation of the Transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 and 8.13 and (ii) those third party approvals or consents thatfilings necessary to perfect, if not made or obtainedand/or maintain the perfection of, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; the Liens created under the Loan Documents, (b) will not violate (i) the charter, by-laws any applicable law or other organizational documents of the Borrower or regulation in any Restricted Subsidiary material respect or (ii) any applicable Governmental Requirement Organizational Document of any Loan Party or any Subsidiary of any Loan Party or, in any material respect, any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or constitute a default under or result in a default under any breach of any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower any Loan Party or any Restricted Subsidiary of any Loan Party or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by such Loan Party or such Subsidiary, except to the Borrower extent such indenture, agreement or any Restricted Subsidiary that other instrument is not related to Material Indebtedness and such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and Effect and (d) will not result in the creation or imposition of any Lien on any Collateral or any other Property of the Borrower any Loan Party or any Restricted Subsidiary of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) Debt Transactions do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, 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 transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; (b) Effect or do not have an adverse effect on the enforceability of the Loan Documents and those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, will not violate (i) the charter, by-laws or other organizational documents of the Borrower or Parent, OP LLC, the Borrower, any Restricted Subsidiary or any DevCo or (ii) any applicable Governmental Requirement law or regulation or any order of any Governmental Authority applicable to or binding upon the Borrower or Authority, other than any Restricted Subsidiary which would such violation that could not reasonably be expected to have a Material Adverse Effect; (c) Effect or an adverse effect on the enforceability of the Loan Documents, will not violate or result in a default under any material indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or Parent, OP LLC, the Borrower, any Restricted Subsidiary or any DevCo or their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Parent, OP LLC, the Borrower, such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and (d) or such DevCo, will not result in the creation or imposition of any Lien on any material Property of the Borrower or Parent, OP LLC, the Borrower, any Restricted Subsidiary or any 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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 and 8.13 and (ii) those third party approvals or consents thator filings with the SEC pursuant to the Securities Exchange Act of 1934 which, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their the Borrower’s or such Restricted Subsidiary’s Properties, or give rise to a right \ thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and (except as contemplated by Section 6.01(n)) and (d) will not result in the creation or imposition of of, or the requirement to create, any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents)Subsidiary.

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members, shareholders, partners or any class of managers, directors, or partners, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate (i) the charter, by-laws any applicable law or other organizational documents Organizational Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted such Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted 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 Transactions (a) do not require require, as a condition thereto, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members, shareholders or any class of directors or managers, whether interested or disinterested, of 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 transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents Organizational Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Subsidiary, (c) will not violate or result in a default under any indenture, agreement indenture or other material instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary or to the extent there is a cap on the amount of first lien loans in any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and such indenture will not exceed such cap and (d) will not result in the creation or imposition of any Lien by the Borrower or any Subsidiary on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (i) execution, delivery or performance by, any Loan Party of this Agreement or any other Loan Document and (ii) grant by any Loan Party of the Liens granted by it pursuant to the Security Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third PersonAuthority, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except such as have been obtained or made and are in full force and effect other than (i) those and except filings necessary to comply with Sections 8.03perfect Liens created under the Loan Documents, 8.08 and 8.13 and (ii) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; (b) will not violate (i) the charterOrganizational Documents of, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any Requirements of Law applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon to, Holdings, the Parent Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Subsidiary, (c) will not violate or result in a default under any indenture, indenture or other agreement or other instrument pursuant to which any Material evidencing Indebtedness is outstanding, including the Senior Indenture, binding upon Holdings, the Parent Borrower or any Restricted Subsidiary or their Propertiesrespective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Parent Borrower or any Restricted Subsidiary that could reasonably be expected Subsidiary, or give rise to have a Material Adverse Effect; and right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any Lien on any Property asset of Holdings, the Parent Borrower or any Restricted Subsidiary (other than the Subsidiary, except Liens created by under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower and each Guarantor of the Loan Documents to which they are a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments (and related UCC financing statements) as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and could or would not reasonably be expected to have a Material Adverse Effect; ; (b) will not violate (i) any applicable law or regulation or the charter, by-laws bylaws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary Subsidiary, in each case the violation of which would reasonably be expected to have a Material Adverse Effect; ; (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their PropertiesContract, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse EffectSubsidiary; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower and the other Credit Parties of this Third Amendment and the other Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by the Amended Credit Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and could under the Amended Credit Agreement, would not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws bylaws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, 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 any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, 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 transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Parent, OP LLC, the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and such Subsidiary, (d) will not result in the creation or imposition of any Lien on any Property of the Parent, OP LLC, the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not except as provided in Section 9.20 require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors or managers, whether interested or disinterested, of the Parent, 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents of Parent, the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon Parent, the Borrower or any Restricted Subsidiary or their respective Properties, or give rise to a right thereunder to require any payment to be made by Parent, the Borrower or any Restricted such Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of Parent, the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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 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) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, obtained would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents; (b) will not violate (i) any applicable material provision of law or regulation or (ii) the charter, by-laws bylaws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority; (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or any of their respective material Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any material Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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 Equity Interests or any class of directors, 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or Parent, the Borrower, any Restricted Subsidiary or any DevCo or (ii) any applicable Governmental Requirement law or regulation or any order of any Governmental Authority applicable to or binding upon the Borrower or Authority, other than any Restricted Subsidiary which would such violation that could not reasonably be expected to have a Material Adverse Effect; Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or Parent, the Borrower, any Restricted Subsidiary or any DevCo or their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Parent, the Borrower, any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and or any DevCo and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or Parent, the Borrower, any Restricted Subsidiary or any 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, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 and 8.13 and 8.11, (ii) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse EffectEffect and (iii) approvals from BOEMRE or any other Governmental Authority customarily obtained after the closing of sales or transfers involving assets in the Gulf of Mexico; (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority 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, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, outstanding binding upon the Borrower or any Restricted Subsidiary or their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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 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) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iiiii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and 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 (i) any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) will not violate or result in a default under any indenture, agreement indenture or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, agreement regarding 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 any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the 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, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except (i) such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03as of the Effective Date, 8.08 and 8.13 and (ii) filings and registrations of charges necessary to perfect Liens created under the Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents thatother actions, if not made the failure of which to obtain or obtained, make would not cause a Default hereunder and could not reasonably be expected to have result in a Material Adverse Effect; , (b) will not violate any Organizational Document of any Loan Party, (ic) the charter, by-laws or other organizational documents will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary or Subsidiary, (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; (cd) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any in each case constituting Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary that could reasonably be expected or give rise to have a Material Adverse Effect; and right of, or result in, termination, cancelation or acceleration of any obligation thereunder as of the Effective Date, and (de) will not result in the creation or imposition of any Lien on any Property asset of the Borrower or any Restricted Subsidiary (other than the Liens 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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Borrower or any other Person) to be made or obtained by an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligor, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Documents as required by this Agreement and such Security Documents, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and could hereunder, or would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; , (b) will not violate (i) the charterany Sanctions or Applicable Law applicable to an Obligor, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement Organic Documents of any Obligor, or (iii) any order of any Governmental Authority applicable to or binding upon the Borrower or on any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Obligor, (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their PropertiesContract, or give rise to a right thereunder to require any payment to be made by the Borrower any Obligor or US-DOCS\123034949.14 any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and thereunder and (d) will not result in the creation or imposition of any consensual Lien on any Property of the Borrower any Obligor or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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 PersonAuthority, 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 effect, (iii) those the filings and recordings necessary to comply with Sections 8.03perfect the Liens created hereby and by the Security Instruments (or assign such Liens from the Existing Administrative Agent to the Administrative Agent), 8.08 and 8.13 and (iiiii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and or could not reasonably be expected to have a Material Adverse Effect; Effect and (iv) the filing of any required documents with the SEC, (b) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of the Borrower Credit Parties or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority (except, with respect to applicable to law or binding upon the Borrower or any Restricted Subsidiary which regulations, for such violations that would not reasonably be expected to have a Material Adverse Effect; ), (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any evidencing or governing Material Indebtedness is outstanding, including the Senior Indenture, Debt binding upon the Borrower or any Credit Parties, the Restricted Subsidiary Subsidiaries or their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower Credit Parties or any Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower Credit Parties or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of any Loan Party 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; Effect and (iii) those consents of Governmental Authorities that are customarily obtained after the Effective Date, including without limitation those consents set forth on Schedule 7.03, (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement law or regulation of any Loan Party or any order of any Governmental Authority applicable to or binding upon the Borrower or in any Restricted Subsidiary which would way that could reasonably be expected to have a Material Adverse Effect; , (c) will not violate or result in a default under any indenture, agreement Organizational Document of any Loan Party or any indenture or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, agreement regarding Debt of $1,000,000 or more binding upon the Borrower any Loan Party or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party, (d) will not violate or result in a default under any Restricted Subsidiary other agreement or instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party, in any way that could reasonably be expected to have a Material Adverse Effect; and , and (de) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (i) execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document and (ii) grant by any Loan Party of the Liens granted by it pursuant to the Security Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third PersonAuthority, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except such as have been obtained or made and are in full force and effect other than (i) those and except filings necessary to comply with Sections 8.03perfect Liens created under the Loan Documents, 8.08 and 8.13 and (ii) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; (b) will not violate (i) the charterOrganizational Documents of, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any Requirements of Law applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon to, Holdings, the Parent Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Subsidiary, (c) will not violate or result in a default under any indenture, indenture or other agreement or other instrument pursuant to which any Material evidencing Indebtedness is outstanding, including the Senior Indenture, binding upon Holdings, the Parent Borrower or any Restricted Subsidiary or their Propertiesrespective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Parent Borrower or any Restricted Subsidiary that could reasonably be expected Subsidiary, or give rise to have a Material Adverse Effect; and right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any Lien on any Property asset of Holdings, the Parent Borrower or any Restricted Subsidiary (other than the Subsidiary, except Liens created by under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (i) execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document and (ii) grant by any Loan Party of the Liens granted by it pursuant to the Security Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third PersonAuthority, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document except such as have been obtained or made and are in full force and effect other than (i) those and except filings necessary to comply with Sections 8.03perfect Liens created under the Loan Documents, 8.08 and 8.13 and (ii) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; (b) will not violate (i) the charterOrganizational Documents of any Loan Party, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order Requirements of any Governmental Authority Law applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Loan Party, (c) will not violate or result in a default under any indenture, indenture or other agreement or other instrument pursuant to which any Material evidencing material Indebtedness is outstanding, including the Senior Indenture, binding upon Holdings, the Borrower or any Restricted Subsidiary or their Propertiesrespective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary that could reasonably be expected Subsidiary, or give rise to have a Material Adverse Effect; and right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any Lien on any Property asset of Holdings, the Borrower or any Restricted Subsidiary (other than the Subsidiary, except Liens created by under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c) above) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except (i) such as have Index been obtained or made and are in full force and effect other than effect, (iii) those the recordings and filings necessary to comply with Sections 8.03perfect the Liens created pursuant to the Security Instruments, 8.08 and 8.13 and (iiiii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and or could not reasonably be expected to have a Material Adverse Effect; Effect and (iv) the filing of any required documents with the SEC, (b) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which (except for such violations that would not reasonably be expected to have a Material Adverse Effect; ), (c) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any evidencing Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person, 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which (including, without limitation, FCPA and OFAC, if applicable), except in the case of clause (ii), violations that would not reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under either of the First Lien Credit Agreements or any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenturein each case, binding upon the Borrower or any Restricted Subsidiary or their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary Subsidiary, except violations that could would not reasonably be expected to have a Material Adverse Effect; and (d) will not result in the creation or imposition of any Lien on any Oil and Gas Property of the Borrower or any Restricted Subsidiary (other than the Liens created or permitted by the Loan Documents).

Approvals; No Conflicts. The Transactions Other than the entry of the Orders, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary except to comply with Sections 8.03the extent applicable bankruptcy law negates such requirement, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) except to the extent applicable bankruptcy law negates the effect of any such default, those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect 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 charter, by-laws or other organizational documents Organizational Documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement Guarantor or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Authority, (c) except to the extent applicable bankruptcy law negates the effect of any such violation or default, will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of any Loan Party 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and could not reasonably be expected to have a Material Adverse Effect; Effect and (iii) those consents of Governmental Authorities that are customarily obtained after the Effective Date, including Resolute Energy Corporation Second Amended & Restated Credit Agreement without limitation those consents set forth on Schedule 7.03, (b) will not violate (i) the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement law or regulation of any Loan Party or any order of any Governmental Authority applicable to or binding upon the Borrower or in any Restricted Subsidiary which would way that could reasonably be expected to have a Material Adverse Effect; , (c) will not violate or result in a default under any indenture, agreement Organizational Document of any Loan Party or any indenture or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, agreement regarding Debt of $1,000,000 or more binding upon the Borrower any Loan Party or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party, (d) will not violate or result in a default under any Restricted Subsidiary other agreement or instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party, in any way that could reasonably be expected to have a Material Adverse Effect; and , and (de) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (aTransactions xii) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i1) those necessary filings and approvals that will have been obtained prior to comply with Sections 8.03the Effective Date or are customarily obtained following an acquisition of Oil and Gas Properties, 8.08 (ii) the recording and 8.13 filing of the Security Instruments as required by this Agreement and (iiiii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; (bEffect or do not have an adverse effect on the enforceability of the Loan Documents, xiii) will not violate (i) any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; (cAuthority, xiv) will not violate or result in a default under any indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any Restricted Subsidiary or their its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and (dand xv) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of 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 transactions by the Borrower or any Guarantor contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03, 8.08 the recording and 8.13 filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any law or regulation applicable to, or the charter, by-laws bylaws or other organizational documents of of, the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement or any order of any Governmental Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; Subsidiary, (c) will not violate or result in a breach of, or default under under, any indenture, financing agreement or other material instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Borrower or any 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 Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions 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 shareholders or any class of directors, 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 transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) those necessary to comply with Sections 8.03the recording and filing of the Security Instruments as required by this Agreement, 8.08 and 8.13 and (ii) those third party approvals or consents thatwhich, if not made or obtained, would not cause a Default hereunder and hereunder, could not reasonably be expected to have a Material Adverse Effect; Effect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate (i) the charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower or any Restricted Subsidiary or (ii) any applicable Governmental Requirement law or regulation or any order of any Governmental Authority applicable to or binding upon the Borrower or Authority, other than any Restricted Subsidiary which would such violation that could not reasonably be expected to have a Material Adverse Effect; Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any material indenture, agreement or other instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Parent, OP LLC, the Borrower or any Restricted Subsidiary or their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower or any such Restricted Subsidiary that could reasonably be expected to have a Material Adverse Effect; and Subsidiary, and (d) will not result in the creation or imposition of any Lien on any material Property of the Parent, OP LLC, the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).