Common use of Approvals; No Conflicts Clause in Contracts

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the 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 been obtained, taken, given or made and are in full force and effect, (ii) recordings and filings necessary to perfect the Liens created pursuant to the Loan Documents, and (iii) filings made or to be made in the ordinary course of business, (b) will not (i) violate any Governmental Requirement or (ii) violate any Organizational Documents of the Borrower or any Guarantor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower or any Guarantor or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Guarantor, and will not result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower 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 (i) such as have been obtained, taken, given obtained or made and are in full force and effecteffect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) recordings and filings necessary those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or could not reasonably be expected to perfect the Liens created pursuant to the Loan Documents, have a Material Adverse Effect and (iii) filings made or to be made in the ordinary course filing of businessany required document with the SEC, (b) will not (i) violate any Governmental Requirement applicable law or (ii) violate any Organizational Documents regulation or the charter, by-laws or other organizational documents of the Borrower Parent Guarantor or any Guarantor other Credit Party or any order of any Governmental AuthorityAuthority which violation would reasonable be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower Parent Guarantor or any Guarantor 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 Guarantor, such Credit Party and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower Parent Guarantor or any Guarantor other Credit Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower 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 (i) such as have been obtained, taken, given obtained or made and are in full force and effecteffect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) recordings and filings necessary those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or could not reasonably be expected to perfect the Liens created pursuant to the Loan Documentshave a Material Adverse Effect, and (iii) the filing of any required document with the SEC and (iv) such consents, approvals, registrations, filings made 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 to be made in the ordinary course of businessany similar Governmental Authority or third Person, (b) will not (i) violate any Governmental Requirement applicable law or (ii) violate any regulation or the Organizational Documents of the Borrower Parent Guarantor or any Guarantor other Credit Party or any order of any Governmental Authority, Authority which violation would reasonable be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower Parent Guarantor or any Guarantor other Credit Party or its Properties, Properties or give rise to a right thereunder to require any payment to be made by the Borrower or any Guarantor, and will not result in the creation or imposition of any Lien on any Property of the Borrower Parent Guarantor or any Guarantor 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 (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 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 Note Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Documents as required by the Indenture, (ii) recordings and filings necessary those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to perfect have a Material Adverse Effect or do not have an adverse effect on the Liens created pursuant to enforceability of the Loan Documents, Note Documents and (iii) filings made or to be made in the ordinary course filing of businessany document with the Commission, (b) will do not (i) violate any Governmental Requirement applicable law or (ii) violate regulation in any Organizational Documents material respect or the charter, by-laws or other organizational documents of the Borrower Company, except any such violation that has been waived prior to the Closing Date, or any the Subsidiary Guarantor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower Company or any the Subsidiary Guarantor or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower Company or any Guarantor, the Subsidiary Guarantor and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower Company or any the Subsidiary Guarantor (other than the Liens created by the Loan Note Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the 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 been obtained, taken, given obtained or made and are in full force and effect, (ii) recordings and effect other than those third party approvals or consents or filings necessary to perfect with the Liens created SEC pursuant to the Securities Exchange Act of 1934 which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect and do not have an adverse effect on the enforceability of the Loan Documents, and (iii) filings made or to be made in the ordinary course of business, (b) will not (i) violate any Governmental Requirement applicable law or (ii) violate any Organizational Documents regulation or the charter, by-laws or other organizational documents of the Borrower or any Guarantor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower or any Guarantor Subsidiary or its the Borrower’s or such Subsidiary’s Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Guarantor, such Subsidiary 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 Guarantor (other than the Liens created by the Loan Documents)Subsidiary.

Approvals; No Conflicts. The Transactions (a) 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 Person (including holders members of its Equity Interests the Borrower, members, shareholder 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 (i) such as have been obtained, taken, given obtained or made and are in full force and effecteffect other than 1. the recording and filing of the Security Instruments as required by this Agreement and 2. those third party approvals or consents that, (ii) recordings and filings necessary if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to perfect have a Material Adverse Effect or do not have an adverse effect on the Liens created pursuant to enforceability of the Loan Documents, and (iii) filings made or to be made in the ordinary course of business, (b) ii. will not (i) violate any Governmental Requirement applicable law or (ii) violate any Organizational Documents regulation or the organizational or formation documents of the Parent, the Borrower or any Guarantor Subsidiary or any order of any Governmental Authority, (c) iii. will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Parent, Borrower or any Guarantor Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, Borrower or any Guarantor, such Subsidiary and iv. will not result in the creation or imposition of any Lien on any Property of the Parent, Borrower or any Guarantor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members or any class of directors, managers or supervisors, as applicablemanagers, whether interested or disinterested, of the 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 been obtained, taken, given obtained or made and are in full force and effecteffect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) recordings and filings necessary those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to perfect have a Material Adverse Effect or do not have an adverse effect on the Liens created pursuant to enforceability of the Loan Documents, and (iii) filings made 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 be made in the ordinary course of businesssuch assignments, (b) will not (i) violate any Governmental Requirement applicable law or (ii) violate any Organizational Documents of the Borrower or any Guarantor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower or any Guarantor Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Guarantor, such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor Subsidiary (other than the Liens created by the Loan DocumentsDocuments and the Liens created under the Second Lien Loan Documents to the extent permitted hereunder and under the Second Lien Intercreditor Agreement).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the 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 (i) such as have been obtained, taken, given obtained or made and are in full force and effecteffect other than (i) the recording and filing of the Security Instruments as required by this Agreement and, (ii) recordings and filings necessary to perfect the release of existing Liens created pursuant to the Loan Documents, and (iii) filings those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to be made in have a Material Adverse Effect or do not have an adverse effect on the ordinary course enforceability of businessthe Loan Documents, (b) will not (i) violate any Governmental Requirement applicable law or (ii) violate regulation or the charter, by-laws or other organizational documents of any Organizational Documents of the Borrower or any Guarantor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the any Borrower or any Guarantor Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the any Borrower or any Guarantor, such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the any Borrower or any Guarantor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the 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 been obtained, taken, given obtained or made and are in full force and effecteffect other than (i) the recording or filing of the Security Instruments and related financing statements as required by this Agreement, (ii) recordings those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect and filings necessary to perfect do not have an adverse effect on the Liens created pursuant to enforceability of the Loan Documents, and (iii) routine filings made or related to the Loan Parties and the operation of their respective businesses and (iv) filings as may be made necessary in connection with the ordinary course exercise of businessremedies, (b) will not (i) violate any Governmental Requirement applicable material law or (ii) violate any Organizational Documents regulation or the charter, by-laws or other organizational documents of the Borrower or any Guarantor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower or any Guarantor Subsidiary or its their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Guarantor, such Subsidiary and (d) except as contemplated by this Agreement and the Second Lien Loan Documents will not result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (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 (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 transactions contemplated thereby, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect, (ii) recordings and effect other than those third party approvals or consents or filings necessary to perfect with the Liens created SEC pursuant to the Securities Exchange Act of 1934 which, if not made or obtained, would not cause a Default 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) filings made or to be made in the ordinary course of business, (b) will not (i) violate any Governmental Requirement applicable law or (ii) violate any Organizational Documents regulation or the charter, by-laws or other organizational documents of the Borrower or any Guarantor Restricted Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower or any Guarantor Restricted Subsidiary or its 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 Guarantor, such Restricted Subsidiary (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 Guarantor (other than the Liens created by the Loan Documents)Restricted 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 (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 transactions contemplated thereby, except (i) such as have been obtained, taken, given obtained or made and are in full force and effecteffect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) recordings and filings necessary those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to perfect have a Material Adverse Effect or do not have an adverse effect on the Liens created pursuant to enforceability of the Loan Documents, Documents and (iii) filings made or to be made in the ordinary course filing of businessany document with the SEC, (b) will do not (i) violate any Governmental Requirement applicable law or (ii) violate regulation in any Organizational Documents material respect or the charter, by-laws or other organizational documents of the Parent Guarantor or the Borrower or any Guarantor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Parent Guarantor or the Borrower or any Guarantor or its Properties, or give rise to a right thereunder to require any payment to be made by the Parent Guarantor or the Borrower or any Guarantor, and (d) will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor or the Borrower or any Guarantor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests the members or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, 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 Transactions contemplated thereby, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect, (ii) recordings and filings necessary those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or could not reasonably be expected to perfect the Liens created pursuant to the Loan Documents, have a Material Adverse Effect and (iii) filings made or to be made in the ordinary course filing of businessany required documents with the SEC, (b) will not (i) violate any Governmental Requirement applicable law or (ii) violate any Organizational Documents regulation or the charter, by-laws or other organizational documents of the Borrower or any Guarantor of its Restricted Subsidiaries or any order of any Governmental AuthorityAuthority (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 evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower or any Guarantor or its their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Guarantor, such Guarantor and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor of its Restricted Subsidiaries (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the 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 been obtained, taken, given 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) recordings and filings necessary to perfect those third party approvals or consents that, if not made or obtained, would not cause a Default hereunder, could not have a Material Adverse Effect or do not have an adverse effect on the Liens created pursuant to enforceability of the Loan Documents, and (iii) filings made or to be made in the ordinary course of business, (b) will not (i) violate any Governmental Requirement applicable law or (ii) violate any Organizational Documents regulation or the charter, by-laws or other organizational documents of the Borrower or any Guarantor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower or any Guarantor Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Guarantor, such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor Subsidiary (other than the Liens created by the Loan Documents).. 47 DUNE ENERGY, INC. CREDIT AGREEMENT

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent Guarantor, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect, (ii) recordings effect other than the recording and filings necessary to perfect filing of the Liens created pursuant to the Loan Documents, Security Instruments and (iii) filings made or to be made in the ordinary course of businessfinancing statements as required by this Agreement, (b) will not (i) violate any Governmental Requirement applicable law or (ii) violate any Organizational Documents regulation or charter, bylaws, limited liability company agreements or other organizational documents of the Parent Guarantor, the Borrower or any Guarantor Restricted Subsidiary or any order of any Governmental Authority, and (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Parent Guarantor, the Borrower or any Guarantor Restricted Subsidiaries or its their Properties, or give rise to a right thereunder to require any payment to be made by the Parent Guarantor, the Borrower or any Guarantor, Restricted Subsidiaries and will not result in the creation or imposition of any Lien on any Property of the Parent Guarantor, the Borrower or any Guarantor Restricted Subsidiaries (other than the Liens created by the Loan Documents).Documents).82

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower 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 Note Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained, taken, given obtained or made and are in full force and effecteffect other than (i) the recording and filing of the Security Documents as required by the Indenture, (ii) recordings and filings necessary those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to perfect have a Material Adverse Effect or do not have an adverse effect on the Liens created pursuant to enforceability of the Loan Documents, Note Documents and (iii) filings made or to be made in the ordinary course filing of businessany document with the Commission, (b) will do not (i) violate any Governmental Requirement applicable law or (ii) violate regulation in any Organizational Documents material respect or the charter, by-laws or other organizational documents of the Borrower Company or any the Subsidiary Guarantor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower Company or any the Subsidiary Guarantor or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower Company or any Guarantor, the Subsidiary Guarantor and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower Company or any the Subsidiary Guarantor (other than the Liens created by the Loan Note Documents).

Approvals; No Conflicts. The Transactions (a) except to the extent the approval or consent of the Department of the Interior, United States of America or similar Governmental Authority, as the case may be, is required by applicable law or regulation to the transfer or assignment of an interest in any of the Mortgaged Property, 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 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 contemplated thereby, except (i) such as have been obtained, taken, given obtained or made and are in full force and effect, (ii) recordings effect other than the recording and filings necessary to perfect filing of the Liens created pursuant to the Loan Documents, Security Instruments and (iii) filings made or to be made in the ordinary course of businessfinancing statements as required by this Agreement, (b) will not (i) violate any Governmental Requirement applicable law or (ii) violate any Organizational Documents regulation or the charter, by-laws, limited partnership agreement, limited liability company agreements or other organizational documents of the Borrower or any Guarantor Restricted Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower Parent, the Borrower, or any Guarantor Restricted Subsidiary or its their respective Properties, or give rise to a right thereunder to require any payment to be made by the Borrower Parent, the Borrower, or any GuarantorRestricted Subsidiary, and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower Parent, the Borrower, or any Guarantor 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 (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Borrower 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 Transaction Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained, taken, given obtained or made and are in full force and effecteffect other than those third party approvals or consents listed on Schedule 4.3 which, (ii) recordings and filings necessary to perfect the Liens created pursuant to the Loan Documents, and (iii) filings if not made or obtained, would not cause a Default or Event of Default hereunder, could not reasonably be expected to be made in have a Material Adverse Effect or do not have an adverse effect on the ordinary course enforceability of businessthe Transaction Documents and except for any Governmental Authorizations, approvals or consents set forth on Schedule 3.1(f) of the Acquisition Agreement, (b) will not (i) violate any Governmental Requirement applicable law or (ii) violate any Organizational Documents regulation or the charter, by-laws or other organizational documents of the Borrower Company or any Guarantor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness binding upon Company or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower or any Guarantor Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower Company or any Guarantor, such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower Company or any Guarantor Subsidiary (other than Liens securing the Liens created by the Loan DocumentsSenior Credit Facility and all obligations thereunder).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the each 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 been obtained, taken, given 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) recordings and filings necessary those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to perfect have a Material Adverse Effect or do not have an adverse effect on the Liens created pursuant to enforceability of the Loan Documents, and (iii) filings made or to be made in the ordinary course of business, (b) Energy Resources 12 Operating Company, llc Energy Resources 12, L.P. Credit Agreement will not (i) violate any Governmental Requirement the charter, regulations, by-laws or (ii) violate any Organizational Documents other organizational documents of the Borrower Borrowers or any Guarantor Subsidiary of the Borrowers, (c) will not violate, in any material respect, any applicable law, regulation or any order of any Governmental Authority, (cd) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Borrower Borrowers or any Guarantor Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower Borrowers or any Guarantor, such Subsidiary and (e) will not result in the creation or imposition of any Lien on any Property of the Borrower Borrowers or any Guarantor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained, taken, given obtained or made and are in full force and effecteffect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) recordings and filings necessary those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to perfect have a Material Adverse Effect or do not have an adverse effect on the Liens created pursuant to enforceability of the Loan Documents, Documents and (iii) those consents, approvals or filings made or to be made in that are customarily obtained after the ordinary course closing of businessan acquisition of Oil & Gas Properties, (b) will not (i) violate any Governmental Requirement applicable law or (ii) violate any Organizational Documents regulation or the charter, by-laws or other organizational documents of the Parent, the Borrower or any Guarantor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement binding upon the Parent, the Borrower or any Guarantor Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower or any Guarantorsuch Subsidiary, and (d) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any Guarantor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the 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 been obtained, taken, given 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) recordings and filings necessary those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to perfect have a Material Adverse Effect or do not have an adverse effect on the Liens created pursuant to enforceability of the Loan Documents, and (iii) filings made or to be made in the ordinary course of business, (b) will not (i) violate any Governmental Requirement applicable law or (ii) violate regulation in any Organizational Documents material respect or the charter, bylaws or other organizational documents of the Borrower or any Guarantor Subsidiary in any respect or any order of any Governmental AuthorityAuthority in any material respect, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing in respect of Material Indebtedness or any Material Farmout Agreement or Material Operating Agreement Debt binding upon the Borrower or any Guarantor Subsidiary or its any of their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary, (d) will not violate in any Guarantormaterial 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 Guarantor Subsidiary (other than the Liens created by the Loan Documents).