Common use of Approvals; No Conflicts Clause in Contracts

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

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower or any other Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Credit any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Loan Party (other than the Liens created by the Loan DocumentsDocuments or permitted under Section 9.03).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of ReorganizationExcept 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 (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) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of either of the Borrower Borrowers or any other Credit Party or Subsidiary or, except as could not reasonably be expected to have a Material Adverse Effect, any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the either Borrower or any other Credit Party Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the such Borrower or Credit Party such Subsidiary, except any violation or default that could 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 Property of the either Borrower or any other Credit Party Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) the filing by the Borrower of a current report on Form 8-K with the SEC disclosing this Agreement and the Transactions, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents any Organizational Document of the Borrower or any other Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower or any other Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Credit Party and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of ReorganizationExcept 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 (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) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the partnership agreements, limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, material agreement or other agreement regarding Debt instrument binding upon the Borrower or any other Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Credit any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Loan Party (other than the Liens created by the Loan Documents).

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

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of ReorganizationExcept 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 (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) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower Borrowers or any other Credit Party Subsidiary or any order of any Governmental 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 indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower Borrowers or any other Credit Party Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower Borrowers or Credit Party such Subsidiary, except any violation or default that could 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 Property of the Borrower Borrowers or any other Credit Party Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the Transactions The transactions contemplated by this Pledge Agreement (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests equityholders, members, partners or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Borrower Borrower, any Company, 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 this Pledge Agreement or the consummation of the Transactionstransactions contemplated hereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording recordings and filing of the Security Instruments as filings required by this Agreement, Pledge Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or the Credit Agreement, could not reasonably be expected to have a Material Adverse EffectEffect and would not have an adverse effect on the enforceability of this Pledge Agreement, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Party Grantor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other material agreement regarding Debt binding upon the Borrower or any other Credit Grantor, Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Credit any Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of the Borrower or any other Credit Loan Party (other than the Liens created by the Loan Documents).

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

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, and (ii) those third party approvals or consents or filings with the SEC pursuant to the Securities Exchange Act of 1934 which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Party Restricted Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower or any other Credit Party Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Credit Party such Restricted Subsidiary (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 other Credit Party (other than the Liens created by the Loan Documents)Restricted Subsidiary.

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders, members or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower any Credit 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 Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreementscharter, charterregulations, by-laws or other organizational documents of the Borrower any Credit Party or any other Credit Party Person or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower any Credit Party or any other Credit Party Person or its PropertiesProperties (including, without limitation, any Permitted Bond Document), or give rise to a right thereunder to require any payment to be made by the Borrower or such Credit Party or such other Person and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower any Credit Party or any other Credit Party Person (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the 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 manager, member, equityholder, shareholder or 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 Financing Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of financing statements and the Security Instruments Collateral Documents as required by this Agreement, Agreement and (ii) those third party approvals or consents from third parties (other than managers, members, equityholders or shareholders) which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse Effect, or do not have an adverse effect on the enforceability of the Financing Documents, (b) will not violate (i) in any material respect, any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Party or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of any Credit Party, (c) will not violate or result in a default under any indenture indenture, note, credit agreement or other agreement regarding Debt binding upon the Borrower or any other Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Credit Party Party, and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Party (other than the Liens created by the Loan Financing Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority to be obtained or made by any Loan Party pursuant to any statute, rule or regulation applicable to it or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) approvals of the Bankruptcy Court, (ii) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (iiiii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Loan Party or any order of any Governmental AuthorityAuthority which is binding upon any Loan Party or its Properties, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower or any other Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Credit Party such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Debt Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of each member of the Borrower 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 Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of each member of the Borrower Parent Group or any other Credit Party Restricted Subsidiary or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower any Restricted Party or any other Credit Party or its of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Credit Party such Restricted Party, and (d) will not result in the creation or imposition of any Lien on any material Property of the Borrower or any other Credit Restricted Party (other than the Liens created by the Loan Documents).. Section 7.04

Approvals; No Conflicts. After giving effect to The Transactions (other than the Confirmation Order and the Plan of Reorganization, the Transactions Material 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 holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other 80 Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document against any Credit Party or the consummation of the TransactionsLoan Documents, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and the other Loan Documents and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture Material Document or any indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower or any other Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Credit Party and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower such Credit 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 Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the other Security Instruments as required by this Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse Effect, Effect and do not have an adverse effect on the enforceability of the Loan Documents; (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower such Credit Party or any other Credit Party of its Subsidiaries, or any order of any Governmental Authority, ; (c) will not violate or result in a default under any indenture indenture, credit agreement or other agreement regarding Debt binding upon the Borrower debt instrument or any other material agreement or other instrument binding upon any Credit Party or any of its PropertiesSubsidiaries, or the respective Properties thereof, or give rise to a right thereunder to require any payment to be made by the Borrower or such Credit Party or any of its Subsidiaries; and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower now owned or hereafter acquired by such Credit Party or any other Credit Party of its Subsidiaries (other than the Liens created by the Loan Documents and the Liens created under the First Lien Loan Documents).

Approvals; No Conflicts. After giving effect The (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 Confirmation Order and the Plan of Reorganization, the Transactions 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 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 TransactionsAuthority, except such as have been obtained or made and are in full force and effect, other than (i) effect and except filings necessary to perfect Liens created under the recording and filing of the Security Instruments as required by this Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default 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 EffectLoan Documents, (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Party or any order Organizational Documents of any Governmental AuthorityLoan Party, or (ii) any Requirements of Law applicable to any Loan Party, (c) will not violate or result in a default under any indenture or other agreement regarding Debt or instrument evidencing material Indebtedness binding upon the Borrower or any other Credit Party Restricted Subsidiary or its Propertiestheir respective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the Borrower or Credit Party any Restricted Subsidiary, or give rise to a 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 the Borrower or any other Credit Party (other than the Restricted 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. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments Documents and the ORI Conveyance as required by this Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents or any of the Transactions and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law Requirement of Law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents any of the Borrower Organization Documents of any Loan Party or any other Credit Subsidiary of any Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower any Loan Party or any other Credit Subsidiary of any Loan Party or its any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower any Loan Party or Credit Party such Subsidiary, and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower or any Loan Party and any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect and other than (i) the recording and filing of the Security Instruments financing statements as required by this Agreement, (ii) the Interim Order and the Final Order, as applicable and (iiiii) those third party authorizations, approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effectthat are customarily obtained following closing, (b) will not violate (i) in any material respect, any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Party or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any indenture indenture, note, credit agreement or other agreement regarding Debt similar instrument binding upon the Borrower or any other Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party (other than the Borrower or Prepetition First Lien Credit Party Documents and Prepetition Second Lien Note Documents, in each case, as defined in the Orders) and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Loan Party (other than the DIP Liens created by the Loan DocumentsDocuments and Orders and the Liens arising in respect of the Prepetition Credit Agreement and the Prepetition Note Purchase Agreement pursuant to the Orders and other Liens created pursuant to the Orders).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of Ultimate Parent, the Borrower or any other Person)) to be obtained or made by any Credit Party, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against such Credit Party or the consummation of the Transactionstransactions contemplated thereby by such Credit Party, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation applicable to, or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Borrower or of, any other Credit Party Group Member or any order of any Governmental AuthorityAuthority applicable to any Credit Party, (c) will not violate or result in a breach of, or default under under, any indenture indenture, financing agreement or other agreement regarding Debt material instrument binding upon the Borrower any Group Member or any of their Proved Reserves or other Credit Party or its Propertiesmaterial 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 Credit Party such Restricted Subsidiary, and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Party Group Member (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Debt Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of each member of the Borrower 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 Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of each member of the Borrower Parent Group or any other Credit Party Restricted Subsidiary or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower any Restricted Party or any other Credit Party or its of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Credit Party such Restricted Party, and (d) will not result in the creation or imposition of any Lien on any material Property of the Borrower or any other Credit Restricted Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower 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 Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder and could not reasonably be expected to have a Material Adverse EffectEffect 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 any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Loan Party or any order of any Governmental AuthorityAuthority in any way that could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any Organizational Document of any Loan Party or any indenture or other agreement regarding Debt of $1,000,000 or more binding upon the Borrower or any other Credit Loan Party or 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 Credit result in a default under any 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 other Credit Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower 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 Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder and could not reasonably be expected to have a Material Adverse EffectEffect 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 any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Loan Party or any order of any Governmental AuthorityAuthority in any way that could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any Organizational Document of any Loan Party or any indenture or other agreement regarding Debt of $1,000,000 or more binding upon the Borrower or any other Credit Loan Party or 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 Credit result in a default under any 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 other Credit Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the 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, equity holders of its Equity Interests or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Borrower 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 Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder and could not reasonably be expected to have a Material Adverse EffectEffect 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 any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Loan Party or any order of any Governmental AuthorityAuthority in any way that could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any Organizational Document of any Loan Party or any indenture or other agreement regarding Debt of $1,000,000 or more binding upon the Borrower or any other Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Credit Party and any Loan Party, (d) will not violate or result in a default under any 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, (e) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit 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. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower 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 Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of Resolute Aneth, LLC Amended & Restated Credit Agreement EXECUTION VERSION the Security Instruments as required by this Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect 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 any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Borrower any Loan Party or any other Credit Party Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower or any other Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Credit any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Loan Party (other than the Liens created by the Loan Documents or the Second Lien Loan Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the 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 manager, member, equityholder, shareholder or 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 Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of financing statements and the Security Instruments as required by this Agreement, Agreement and (ii) those third party approvals or consents from third parties (other than managers, members, equityholders or shareholders) which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse Effect, or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) in any material respect, any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Party or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of RRI, or the Intermediate Holdco (if applicable), or any Loan Party, (c) will not violate or result in a default under any indenture indenture, note, credit agreement or other agreement regarding Debt similar instrument binding upon the Borrower or any other Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Credit any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Loan Party (other than the Liens created by the Loan DocumentsDocuments and Liens created under the Second Lien Documents to the extent permitted hereunder and under the Second Lien Intercreditor Agreement).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders, members or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower any Credit 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 Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreementscharter, charterregulations, by-laws or other organizational documents of the Borrower any Credit Party or any other Credit Party Person or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower any Credit Party or any other Credit Party Person or its PropertiesProperties (including, without limitation, any Permitted Bond Document), or give rise to a right thereunder to require any payment to be made by the Borrower or such Credit Party or such other Person and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower any Credit Party or any other Credit Party Person (other than the Liens created by the Loan Documents).. CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT

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

Approvals; No Conflicts. After giving effect The execution, delivery and performance by each Loan Party of each of the Loan Documents to the Confirmation Order and the Plan of Reorganization, the Transactions which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority to be obtained or made by any Loan Party pursuant to any statute, rule or regulation applicable to it or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing approvals of the Security Instruments as required by this AgreementBankruptcy Court, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have result in a Material Adverse EffectChange or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Loan Party or any order of any Governmental AuthorityAuthority which is binding upon any Loan Party or its Properties, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower or any other Credit Loan Party or its Propertiesproperties, or give rise to a right thereunder to require any payment to be made by the Borrower or Credit Party such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property property of the Borrower or any other Credit Loan Party (other than the Liens created by the Loan DocumentsDocuments and the DIP Orders).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of financing statements and the Security Instruments as required by this Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse Effect, or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those third party authorizations, approvals or consents that are customarily obtained following closing, (b) will not violate (i) in any material respect, any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Party or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any indenture indenture, note, credit agreement or other agreement regarding Debt similar instrument binding upon the Borrower or any other Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Credit any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Loan Party (other than the Liens created by the Loan DocumentsDocuments and Liens created under the Second Lien Documents to the extent permitted hereunder and under the Second Lien Intercreditor Agreement).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of Reorganization, the The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority Person 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 Transactions58 53 Governmental Authority, except (i) 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, and (ii) those third party approvals or filings necessary to perfect Liens created under the Loan Documents, (iii) certain notice filings required to made after the completion of the Acquisition Transactions and (iv) consents whichand filings to be obtained and made in connection with the Post-Effective Date Acquisition Transactions; provided, if not made or obtained, would not cause a Default or an Event of Default under that the foregoing exception shall cease to apply with respect to any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse EffectPost-Effective Date Acquisition Transaction on the date such Post-Effective Date Acquisition Transaction is consummated, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Loan Party or any of its subsidiaries or any order or decree of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Borrower any Loan Party or any other Credit Party of its subsidiaries or its Propertiesassets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its subsidiaries (other than any violation or default or any right under agreements to which BICC plc or one of its subsidiaries shall have been a party prior to the Borrower or Credit Party Effective Date, the existence of which could not reasonably be expected to result in a Material Adverse Effect), and (d) will not result in the creation or imposition of any Lien on any Property asset of the Borrower any Loan Party or any other Credit Party (other than the of its subsidiaries, except Liens created by under the Loan Documents).

Approvals; No Conflicts. After giving effect to the Confirmation Order and the Plan of ReorganizationExcept 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 (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of PEI, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the partnership agreements, limited liability company agreements, charter, by-laws or other organizational documents of the Borrower or any other Credit Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, material agreement or other agreement regarding Debt material instrument binding upon the Borrower or any other Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or Credit any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any other Credit Loan Party (other than the Liens created by the Loan Documents).