Common use of Properties; Title Clause in Contracts

Properties; Title. (a) Borrower has insurable fee simple title to the real property comprising part of the Properties and good title to the balance of the Properties owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, when properly filed in the appropriate records, will create (i) valid, first priority, perfected Liens on Borrower’s interest in the Properties, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), to the extent that a security interest therein may be perfected by the filing of a financing statement in accordance with the UCC, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. Except as disclosed to Agent in writing, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting any Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, could likely result in a Material Adverse Effect. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Properties to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Mortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policies. (c) Each Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of such Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s Knowledge, is contemplated with respect to all or any portion of any Property or for the relocation of roadways providing access to such Property. (e) To Borrower’s Knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting any Property, nor are there any contemplated improvements to such Property that may result in such special or other assessments.

Properties; Title. (a) Borrower has insurable fee simple title to the real property comprising part of the Properties and good title to the balance of the Properties owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, when properly filed in the appropriate records, will create (i) valid, first priority, perfected Liens on Borrower’s interest in Each of the Properties, subject only Issuer and its Subsidiaries has good and defensible title to Permitted Encumbrances, its Oil and Gas Properties it purports to own as of the date hereof. (ii) perfected security interests All leases and agreements necessary for the conduct of the business of the Issuer and its Subsidiaries are valid and subsisting, in full force and toeffect, and perfected collateral assignments of, all personalty (including the Leases), except to the extent that any failure to be valid and subsisting and in full force and effect could not reasonably be expected to have a security interest therein may Material Adverse Effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement, which could reasonably be perfected expected to have a Material Adverse Effect. (iii) The rights and properties presently owned, leased or licensed by the filing Issuer and its Subsidiaries including, without limitation, all easements and rights of way, include all rights and properties reasonably necessary to permit the Issuer and its Subsidiaries to conduct their business, except to the extent any failure to satisfy the foregoing could not reasonably be expected to have a financing statement Material Adverse Effect. (iv) All of the properties of the Issuer and its Subsidiaries (other than the Oil and Gas Properties, which are addressed in Section 3(k) below) which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, except to the UCCextent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect. (v) Each of the Issuer and its Subsidiaries owns, or is licensed to use, all in accordance with trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the terms thereofuse thereof by the Issuer and its Subsidiaries does not infringe upon the rights of any other Person, in each case subject only to the Permitted Encumbrances. Except as disclosed to Agent in writing, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed except for work, labor or materials affecting any Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Mortgage. None of the Permitted Encumbrancessuch infringements that, individually or in the aggregate, could likely not reasonably be expected to result in a Material Adverse Effect. (b) All transfer taxes, deed stamps, intangible taxes . The Issuer and its Subsidiaries either own or have valid licenses or other amounts rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with agreements governing the transfer use of the Properties to Borrower have been paid or same, which limitations are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements customary for companies engaged in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any business of the Loan Documentsexploration and production of Hydrocarbons, including the Mortgage, with such exceptions as could not reasonably be expected to have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policiesa Material Adverse Effect. (c) Each Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of such Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s Knowledge, is contemplated with respect to all or any portion of any Property or for the relocation of roadways providing access to such Property. (e) To Borrower’s Knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting any Property, nor are there any contemplated improvements to such Property that may result in such special or other assessments.

Properties; Title. (a) Borrower has Borrowers have good, marketable and insurable fee simple title to the real property comprising part of the Properties and good title to the balance of the Properties owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The MortgageMortgages, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, when properly filed in the appropriate records, will create (i) valid, first priority, perfected Liens on Borrower’s Borrowers’ interest in the Properties, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), to the extent that a security interest therein may be perfected by the filing of a financing statement in accordance with the UCC, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. Except as disclosed to Agent in writing, there There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting any Property which are or may be Liens prior to, or equal or coordinate with, the Lien Liens of the MortgageMortgages. None of the Permitted Encumbrances, individually or in the aggregate, could likely result (a) materially interfere with the benefits of the security intended to be provided by the Mortgages and this Agreement, (b) materially and adversely affect the value of the applicable Property, (c) impair the use or operations of the applicable Property (as currently used), or (d) impair Borrowers’ ability to pay its Obligations in a Material Adverse Effecttimely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Properties to Borrower Borrowers have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the MortgageMortgages, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policies. (c) Each Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of such Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s Knowledge, is contemplated with respect to all or any portion of any Property or for the relocation of roadways providing access to such Property. (e) To Borrower’s Knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting any Property, nor are there any contemplated improvements to such Property that may result in such special or other assessments.

Properties; Title. (a) Borrower has Borrowers have good, marketable and insurable fee simple title to the real property comprising part of the Properties and good Operating Lessees have good, marketable and indefeasible title to the balance of leasehold estates created by the Properties owned by itOperating Lease, in each case, free and clear of all Liens whatsoever except the Permitted EncumbrancesEncumbrances and such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. The MortgageMortgages, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, when properly filed in the appropriate records, will create (i) valid, first priority, perfected Liens on Borrower’s Borrowers’ interest in the Properties, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), to the extent that a security interest therein may be perfected by the filing of a financing statement in accordance with the UCC, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. Except as disclosed to Agent in writing, there There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting any Property which are or may be Liens prior to, or equal or coordinate with, the Lien Liens of the MortgageMortgages. None of the Permitted Encumbrances, individually or in the aggregate, could likely result (a) materially interfere with the benefits of the security intended to be provided by the Mortgages and this Agreement, (b) materially and adversely affect the value of the applicable Property, (c) impair the use or operations of the applicable Property (as currently used), or (d) impair Borrowers’ ability to pay its Obligations in a Material Adverse Effecttimely manner. No representation is made as to the value of a Property if the Operations Agreements were not in effect. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Properties to Borrower Borrowers have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the MortgageMortgages, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policies. (c) Each Except as set forth on Schedule IV, each Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of such Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s Knowledge, and neither Borrowers’ nor Operating Lessees’ have received any written notice that any such proceeding is contemplated with respect to all or any portion of any Property or for the relocation of roadways providing access to such Property. (e) To Borrower’s KnowledgeExcept as set forth in the applicable Title Insurance Policy, there are no pending or or, to Borrowers’ and Operating Lessees’ knowledge, proposed special or other assessments for public improvements or otherwise affecting any Property, nor are there any contemplated improvements to such Property that may result in such special or other assessments.

Properties; Title. (a) Borrower has Borrowers have good, marketable and insurable fee simple title to the real property comprising part of the Properties and good title to the balance of the Properties owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The MortgageMortgages, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, when properly filed in the appropriate records, will create (i) valid, first priority, perfected Liens on Borrower’s Borrowers’ interest in the Properties, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), to the extent that a security interest therein may be perfected by the filing of a financing statement in accordance with the UCC, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. Except as disclosed to Agent in writing, there There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting any Property which are or may be Liens prior to, or equal or coordinate with, the Lien Liens of the MortgageMortgages. None of the Permitted Encumbrances, individually or in the aggregate, could likely result (a) materially interfere with the benefits of the security intended to be provided by the Mortgages and this Agreement, (b) materially and adversely affect the value of the applicable Property, (c) impair the use or operations of the applicable Property (as currently used), or (d) impair Borrowers’ ability to pay its Obligations in a Material Adverse Effecttimely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Properties to Borrower Borrowers have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the MortgageMortgages, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policies. (c) Each Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of such Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s KnowledgeBorrowers’ best knowledge, is contemplated with respect to all or any portion of any Property or for the relocation of roadways providing access to such Property. (e) To Borrower’s Knowledge, there There are no pending or proposed special or other assessments for public improvements or otherwise affecting any Property, nor are there any contemplated improvements to such Property that may result in such special or other assessments.

Properties; Title. list and general description of all real property owned by the Company is set forth in SCHEDULE 2.9A and a complete list of all real property leased by the Company is set forth in SCHEDULE 2.9B (a) Borrower Collectively, the "Real Property"). With respect to owned Real Property, the Company has good, marketable and insurable fee simple title to the real property comprising part of the Properties and good title to the balance of the Properties owned by itsuch property, free and clear of all Liens whatsoever and other title defects of any nature whatsoever, except real estate Taxes (general and specific) not yet due and payable, restrictions imposed by zoning ordinances, Liens with respect to Company Debt, or as disclosed in SCHEDULE 2.9A. SCHEDULE 2.9A also sets forth with respect to such owned Real Property a list of all title insurance policies, deeds, appraisal reports, surveys and environmental reports held or controlled by the Permitted EncumbrancesCompany, true and complete copies of which have been provided to Purchaser. With respect to the leased Real Property, SCHEDULE 2.9B also sets forth the commencement date of any such lease and any amendments thereto, the term thereof, including any renewal options, options to purchase, rights of first refusal, and the aggregate monthly rental payable thereunder. The MortgageCompany enjoys peaceful and undisturbed possession under all such leases, when properly recorded all of such leases are valid and neither the Company nor the Sellers are in default, except as disclosed in SCHEDULE 2.9B. All structures and buildings occupied by the appropriate recordsBusiness (whether leased or owned) are in such operating condition (subject to normal wear and tear) with no structural or other defects that could interfere with the operation of the Business, together and are suitable for the purposes for which they are currently used. The Business is not in violation of any building, zoning, anti-pollution, health, occupational safety or other Law or any Order or Permit in respect of such Real Property, structures and buildings. Except as disclosed in SCHEDULE 2.9C, no person, other than the Company, has any right to occupy or possess any of the Real Property or any such structures or buildings. Except as disclosed in SCHEDULE 2.9D, the Company has good, valid, marketable, legal and beneficial title to (or valid leasehold interest in) all of its Assets and is the lawful owner of its Assets, free and clear of all Liens. The equipment and other tangible personal property constituting part of the Company's Assets (whether owned or leased) have been well-maintained in accordance with customary industry standards, are in good condition and repair (subject to normal wear and tear) and are adequate in quantity and quality for the operation of the Business as presently conducted. There are no outstanding options, warrants, commitments, agreements or any Uniform Commercial Code financing statements required other rights of any character, entitling any person other than Purchaser to be filed acquire any interest in connection therewithall, when properly filed in or any part of, the appropriate records, will create Assets. SCHEDULE 2.9D contains a list and description of all (i) valid, first priority, perfected Liens on Borrower’s interest in the Properties, subject only to Permitted Encumbrancesequipment, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), to the extent that a security interest therein may be perfected by the filing of a financing statement in accordance with the UCC, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. Except as disclosed to Agent in writing, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting any Property which are or may be Liens prior to, or equal or coordinate with, the Lien tangible personal property of the Mortgage. None Company with a book value (before depreciation) of the Permitted Encumbrances, individually $10,000.00 or in the aggregate, could likely result in a Material Adverse Effectmore. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Properties to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Mortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policies. (c) Each Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of such Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s Knowledge, is contemplated with respect to all or any portion of any Property or for the relocation of roadways providing access to such Property. (e) To Borrower’s Knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting any Property, nor are there any contemplated improvements to such Property that may result in such special or other assessments.