Common use of Ownership of Collateral; Interests Clause in Contracts

Ownership of Collateral; Interests. (a) All Collateral is owned of record by Borrower, free and clear of any Lien other than the Permitted Encumbrances. Except for the Permitted Encumbrances, Borrower has Defensible Title to each of the Properties. Except for Permitted Encumbrances or as Approved by Administrative Agent, Borrower’s interest in the Properties is not subject to any mineral reservations or top leases of record. Borrower has the exclusive right to sell and grant Liens over the Collateral. There are no unrecorded documents or agreements that could limit or impair (i) Borrower’s ability to grant the Liens contemplated by the Security Documents or (ii) Administrative Agent’s ability to enforce those Liens pursuant to the Security Documents. Subject to the Permitted Encumbrances, Borrower has all beneficial right, title and interest in and to the Net Revenue Interest in all production from or allocable to Borrower’s interest in the Properties (including each Lease). (b) All Basic Documents to which Borrower is a party and, to Borrower’s knowledge, all Leases and material agreements comprising the Properties and referenced in the title opinions and/or reports or other title materials delivered to Administrative Agent are valid, existing and in full force and effect. No material default by Borrower or, to the knowledge of Borrower, any other party to any Basic Document (or event or circumstance which with the giving of notice or the passage of time or both would give rise to a material default) exists under any such Basic Document. (c) To Borrower’s knowledge, all of the assets of Borrower that are reasonably necessary for the conduct of its current business are in good working condition (ordinary wear and tear excepted) and are regularly maintained in accordance with customary industry standards. (d) Except for the Properties identified on Exhibit A, (i) Borrower does not own any other direct or indirect interest of any kind in Hydrocarbons, including any Equity Interests, Equity Equivalents, or calls or options to purchase, and (ii) Borrower does not have any right to acquire any interest of the type described in the preceding clause (i). (e) Borrower’s Working Interest is not more than, and its Net Revenue Interest is not less than, the percentages set forth on Exhibit A for each of the Properties.

Ownership of Collateral; Interests. (a) All Collateral is owned of record by Borrower, free and clear of any Lien other than the Permitted Encumbrances. Except for the Permitted Encumbrances, Borrower has Defensible Title to each of the Properties. Except for Permitted Encumbrances or as Approved by Administrative Agent, Borrower’s interest in the Properties is not subject to any mineral reservations or top leases of record. Borrower has the exclusive right to sell and grant Liens over the Collateral. There are no unrecorded documents or agreements that could limit or impair (i) Borrower’s ability to grant the Liens contemplated by the Security Documents or (ii) Administrative Agent’s ability to enforce those Liens pursuant to the Security Documents. Subject to the Permitted Encumbrances, Borrower has all beneficial right, title and interest in and to the Net Revenue Interest in all production from or allocable to Borrower’s interest in the Properties (including each Lease). (b) All Basic Documents to which Borrower is a party and, to Borrower’s knowledgeKnowledge, all Leases and material agreements comprising the Properties and referenced in the title opinions and/or reports or other title materials delivered to Administrative Agent are valid, existing and in full force and effect. No material default by Borrower or, to the knowledge of Borrower, any other party to any Basic Document (or event or circumstance which with the giving of notice or the passage of time or both would give rise to a material default) exists under any such Basic Document. (c) To Borrower’s knowledge, all All of the assets of Borrower that are reasonably necessary for the conduct of its current business are in good working condition (ordinary wear and tear excepted) and are regularly maintained in accordance with customary industry standards. (d) Except for the Properties identified on Exhibit A, (i) Borrower does not own any other direct or indirect interest of any kind in Hydrocarbons, including any Equity Interests, Equity Equivalents, or calls or options to purchase, and (ii) Borrower does not have any right to acquire any interest of the type described in the preceding clause (i). (e) Borrower’s Working Interest is not more than, and its Net Revenue Interest is not less than, the percentages set forth on Exhibit A for each of the Properties.

Ownership of Collateral; Interests. (a) All Subject to Borrower’s compliance with Section 5.26, all Collateral is owned of record by Borrower, free and clear of any Lien other than the Permitted Encumbrances. Except for the Permitted Encumbrances, Borrower has Defensible Title to each of the Properties. Except for Permitted Encumbrances or as Approved by Administrative Agent, Borrower’s interest in the Properties is not subject to any mineral reservations or top leases of record. Borrower has the exclusive right to sell and grant Liens over the Collateral. There are no unrecorded documents or agreements that could limit or impair (i) Borrower’s ability to grant the Liens contemplated by the Security Documents or (ii) Administrative Agent’s ability to enforce those Liens pursuant to the Security Documents. Subject to the Permitted Encumbrances, Borrower has all beneficial right, title and interest in and to the Net Revenue Interest in all production from or allocable to Borrower’s interest in the Properties (including each Lease). (b) All Basic Documents to which Borrower is a party and, to Borrower’s knowledge, all Leases and material agreements comprising the Properties and referenced in the title opinions and/or reports or other title materials delivered to Administrative Agent are valid, existing and in full force and effect. No material default by Borrower or, to the knowledge of Borrower, any other party to any Basic Document (or event or circumstance which with the giving of notice or the passage of time or both would give rise to a material default) exists under any such Basic Document. (c) To Borrower’s knowledge, all All of the assets of Borrower that are reasonably necessary for the conduct of its current business are in good working condition (ordinary wear and tear excepted) and are regularly maintained in accordance with customary industry standards. (d) Except for the Properties identified on Exhibit A, (i) Borrower does not own any other direct or indirect interest of any kind in Hydrocarbons, including any Equity Interests, Equity Equivalents, or calls or options to purchase, and (ii) Borrower does not have any right to acquire any interest of the type described in the preceding clause (i). (e) Borrower’s Working Interest is not more than, and its Net Revenue Interest is not less than, the percentages set forth on Exhibit A for each of the Properties.

Ownership of Collateral; Interests. (a) All The Collateral is owned of record by BorrowerBorrower and its Subsidiaries, free and clear of any Lien security interest, lien, encumbrance, mortgages, security agreement or other charge other than the Senior Liens and Permitted Encumbrances. Except for the Permitted Encumbrances, Borrower and its Subsidiaries has Defensible Title to each of the Properties, including each Lease related to the Properties, free and clear of any lien, claim, or encumbrance except for the Senior Liens and Permitted Encumbrances and those arising under this Agreement or the Security Documents. Except for Permitted Encumbrances or as Approved and the liens and security interests contemplated by Administrative Agentthis Agreement and the Security Documents, Borrower’s interest in the Properties is not subject to any mineral reservations or top leases of record. Borrower has the exclusive right to sell and grant Liens over the Collateral. There there are no unrecorded documents or agreements that could limit which may result in the impairment or impair (i) loss of Borrower’s 's or its Subsidiaries' ability to grant mortgage the Liens contemplated by the Security Documents Properties or (ii) Administrative Agent’s of Lenders' ability to enforce those Liens pursuant to the Security DocumentsMortgage and convey the Properties. Subject to the Permitted Encumbrances, Borrower and its Subsidiaries has all beneficial right, title and interest in and to the Net Revenue Interest in all production from or allocable to Borrower’s 's or its Subsidiaries' interest in the Properties (including each Lease). (b) All Basic Documents and has the exclusive right to which Borrower is a party and, to Borrower’s knowledge, all Leases and material agreements comprising sell or mortgage the Properties subject to any right in the owners of Royalty Interests to take their royalty interest in kind. With respect to each of the Properties, Borrower's or its Subsidiaries' Working Interest is not more than and its Net Revenue Interest is not less than those set forth in the Reserve Reports. All leases and agreements referenced in the title opinions and/or reports or other title materials delivered to Administrative Agent in connection with the Closing are validvalid and subsisting, existing and in full force and effect. No material effect and there exists no default by Borrower or, to the knowledge of Borrower, any other party to any Basic Document (or event or circumstance which with the giving of notice or the passage of time or both would give rise to a material default) exists default under any such Basic Document. (c) To Borrower’s knowledgeLease or Leases comprising the Properties, all which would affect in any material respect the conduct of the assets business of the Borrower. All of the Properties of the Borrower that which are reasonably necessary for the conduct operation of its current business are in good working condition (ordinary wear and tear excepted) and are regularly maintained in accordance with customary industry prudent business standards. (d) Except for the Properties identified on Exhibit A, (i) Borrower does not own any other direct or indirect interest of any kind in Hydrocarbons, including any Equity Interests, Equity Equivalents, or calls or options to purchase, and (ii) Borrower does not have any right to acquire any interest of the type described in the preceding clause (i). (e) Borrower’s Working Interest is not more than, and its Net Revenue Interest is not less than, the percentages set forth on Exhibit A for each of the Properties.

Ownership of Collateral; Interests. (a) All Collateral is owned of record by each Borrower, free and clear of any Lien other than the Permitted Encumbrances. Except for the Permitted Encumbrances, Each Borrower has Defensible Title to the Properties, including each of Lease related to the Properties. Except for Permitted Encumbrances or as Approved otherwise consented to in writing by Administrative AgentLender, each Borrower’s interest in the Properties is not subject to any mineral reservations or or, to the best of each Borrower’s knowledge, top leases of record. Borrower has Except for Permitted Encumbrances and the exclusive right Liens and security interests contemplated by this Agreement and the Security Documents, to sell and grant Liens over the Collateral. There each Borrower’s knowledge there are no unrecorded documents or agreements that could limit which may result in the impairment or impair (i) loss of each Borrower’s ability to grant mortgage the Liens contemplated by the Security Documents Properties or (ii) Administrative Agentof Lender’s ability to enforce those Liens pursuant to the Security DocumentsMortgage and convey the Properties. Subject to the Permitted Encumbrances, each Borrower has all beneficial right, title and interest in and to the Net Revenue Interest in all production from or allocable to Borrower’s its respective interest in the Properties (including each Lease)) and has the exclusive right to sell or mortgage the Properties subject to any right in the owners of Royalty Interests to take their royalty interest in kind. The representations and warranties set forth in this Section 4.11 shall apply to the Leases set forth in Schedule 4.11. Schedule 4.11 accurately lists each Well in which a Borrower has a legal or beneficial interest, and lists each other Person that has a legal or beneficial interest in such Well. No Person has any legal or beneficial interest in any Well or other Collateral except as set forth in Schedule 4.11. (b) All Basic Documents to which Borrower is a party and, to Borrower’s knowledge, all Leases leases and material agreements comprising the Properties and referenced in the title opinions and/or reports or other title materials delivered to Administrative Agent in connection with the Closing are validvalid and subsisting, existing and in full force Force and effect. No material effect and there exists no default by Borrower or, to the knowledge of Borrower, any other party to any Basic Document (or event or circumstance which with the giving of notice or the passage of time or both would give rise to a material default) exists default under any such Basic Document. (c) To lease or leases, which would adversely affect in any material respect the conduct of the business of each Borrower’s knowledge, all . All of the assets of each Borrower that which are reasonably necessary for the conduct Operation of its current business are in good working condition (ordinary wear and tear excepted) and are regularly maintained in accordance with customary industry prudent business standards. (d) Except for the Properties identified on Exhibit A, (i) Borrower does not own any other direct or indirect interest of any kind in Hydrocarbons, including any Equity Interests, Equity Equivalents, or calls or options to purchase, and (ii) Borrower does not have any right to acquire any interest of the type described in the preceding clause (i). (e) Borrower’s Working Interest is not more than, and its Net Revenue Interest is not less than, the percentages set forth on Exhibit A for each of the Properties.

Ownership of Collateral; Interests. (a) All Collateral is owned of record by Borrower, free and clear of any Lien other than the Permitted Encumbrances. Except for the Permitted Encumbrances, Borrower has Defensible Title to each of the Properties. Except for Permitted Encumbrances or as Approved by Administrative Agent, Borrower’s interest in the Properties is not subject to any mineral reservations or top leases of record. Borrower has the exclusive right to sell and grant Liens over the Collateral. There are no unrecorded documents or agreements that could limit or impair (i) Borrower’s ability to grant the Liens contemplated by the Security Documents or (ii) Administrative Agent’s ability to enforce those Liens pursuant to the Security Documents. Subject to the Permitted Encumbrances, Borrower has all beneficial right, title and interest in and to the Net Revenue Interest in all production from or allocable to Borrower’s interest in the Properties (including each Lease). (b) All Basic Documents to which Borrower is a party and, to Borrower’s knowledge, all Leases and material agreements comprising the Properties and referenced in the title opinions and/or reports or other title materials delivered to Administrative Agent are valid, existing and in full force and effect. No material default by Borrower or, to the knowledge of Borrower, any other party to any Basic Document (or event or circumstance which with the giving of notice or the passage of time or both would give rise to a material default) exists under any such Basic Document. (c) To Borrower’s knowledge, all of the assets of Borrower that are reasonably necessary for the conduct of its current business are in good working condition (ordinary wear and tear excepted) and are regularly maintained in accordance with customary industry standards. (d) Except for the Properties identified on Exhibit AA and the properties owned by the Emerald US Entities, (i) Borrower does not own any other direct or indirect interest of any kind in Hydrocarbons, including any Equity Interests, Equity Equivalents, or calls or options to purchase, and (ii) Borrower does not have any right to acquire any interest of the type described in the preceding clause (i). (e) Borrower’s Working Interest is not more than, and its Net Revenue Interest is not less than, the percentages set forth on Exhibit A for each of the Properties.

Ownership of Collateral; Interests. (a) All Collateral is owned of record by Borrower, Borrower free and clear of any Lien other than the Permitted Encumbrances. Except for the Permitted Encumbrances, Borrower has Defensible Title to the Properties, including each of Lease related to the Properties. Except for Permitted Encumbrances or as Approved otherwise consented to in writing by Administrative Agent, Borrower’s interest in the Properties is not subject to any mineral reservations or top leases of record. Borrower has Except for Permitted Encumbrances and the exclusive right Liens arising under the Security Documents, to sell and grant Liens over the Collateral. There Borrower’s knowledge, there are no unrecorded documents or agreements that could limit which may result in the impairment or impair (i) loss of Borrower’s ability to grant mortgage the Liens contemplated by Properties or of the Security Documents or (ii) Administrative Agent’s ability to enforce those Liens pursuant to the Security DocumentsMortgage and convey the Properties. Subject to the Permitted Encumbrances, Borrower has all beneficial right, title and interest in and to the Net Revenue Interest in all production from or allocable to Borrower’s interest in the Properties (including each Lease)) and have the exclusive right to sell or mortgage the Properties subject to any right in the owners of Royalty Interests to take their royalty interest in kind. (b) All Basic Documents to which Borrower is a party and, to To Borrower’s knowledge, all Leases and material agreements comprising upon which the title examiner relied to determine Borrower’s interest in the Properties and s referenced in the title opinions and/or reports or other title materials delivered to Administrative Agent in connection with the Closing are validvalid and subsisting, existing and in full force and effect. No effect and there exists no material default by Borrower or, to the knowledge of Borrower, any other party to any Basic Document (or event or circumstance which with the giving of notice or the passage of time or both would give rise to a material default) exists default under any such Basic Document. (c) To lease or leases, which would adversely affect in any material respect the conduct of the business of Borrower’s knowledge, all . All of the assets of Borrower that which are reasonably necessary for the conduct operation of its current business their businesses are in good working condition (ordinary wear and tear excepted) and are regularly maintained in accordance with customary industry prudent business standards. (dc) Except for the Properties identified on Exhibit A, (i) Borrower does owns no other interest of any kind, including but not own any other limited to direct or indirect interest of any kind in Hydrocarbonsownership, including any Equity Interests, or Equity Equivalents, or calls or options to purchase, and (ii) in Hydrocarbons. Borrower does not have any has no right to acquire any such interest or ownership. Borrower has no call upon, option to purchase or similar rights under any agreement with respect to an interest in Hydrocarbons. Except for the agreements listed on Schedule 4.11(c), there is no agreement in force and effect (including, without limitation, letters of intent), whether written or oral, between Borrower or any of its Affiliates and any other Person regarding the type described acquisition or financing of any interest in the preceding clause (i)Hydrocarbons. (e) Borrower’s Working Interest is not more than, and its Net Revenue Interest is not less than, the percentages set forth on Exhibit A for each of the Properties.