Common use of Properties; Titles, Etc Clause in Contracts

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties has good and defensible title to substantially all of its Borrowing Base Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does not in any material respect obligate such Person to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefrom. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, valid and subsisting and in full force and 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 leases referred to in the foregoing clauses (i) and (ii). (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data), and the use thereof by the Borrower and such other Credit Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties has good and defensible title to substantially all of its Borrowing Base their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties specified as the owner owns own in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person the Credit Parties to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by at least a corresponding proportionate increase in its the Credit Parties’ net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default cure periods under any such lease or leases referred agreement which default would reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesParties including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects in the same manner as their business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition condition, normal wear and tear excepted, and are maintained in accordance with prudent business standards. (e) The Borrower and each other Each Credit Party owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect. The Credit Parties either own or have valid licenses or other 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 agreements governing the use of the same.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Loan Parties has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The Borrower or , the other Credit Parties Loan Party specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such other Loan Party’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Loan Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and 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 leases or leases referred agreements, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Partieseach Loan Party including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties each Loan Party to conduct their its business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standardsstandards except for such failure as to condition or maintenance as could not be reasonably expected to have a Material Adverse Effect. (e) The Borrower and each other Credit Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Loan Parties has good and defensible title to substantially all of its Borrowing Base their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each casecase other than Properties sold, transferred, leased or otherwise Disposed of in compliance with Section 9.12 from time to time, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The Borrower or , the other Credit Parties Loan Party specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person the Loan Parties to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Loan Parties’ net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Loan Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesLoan Parties including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereofEffective Date. (d) All of the Properties of the Borrower and the other Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business industry standards, except to the extent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect. (e) The Borrower and each other Credit Party Each of the Loan Parties owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the oil and gas minerals business, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties has good and defensible title to substantially all of its Borrowing Base their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report (other than those disposed of in compliance with Section 9.11) and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties specified as the owner owns in all material respects own the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person the Credit Parties to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Credit Parties’ net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesParties including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) All of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries and all other material Property of the other Credit Parties Borrower and its Restricted Subsidiaries, in each case, which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standardsstandards by companies engaged in the same or similar businesses operating in the same or similar location. (e) The Borrower and each other Credit Party of its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party its Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. In all material respects, the Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible valid title to substantially to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its Borrowing Base Properties evaluated real and personal Property except for defects that, individually or in the most recently delivered Reserve Report and good title to all aggregate, (i) do not materially interfere with the ordinary conduct of its material personal Properties, in each case, free business and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does not in any material respect obligate such Person to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefrom. (bii) Except as could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03. (b) All leases, (i) all material leases easements, rights of way and other agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereofhereof (subject to any changes to the business resulting from transactions permitted hereunder). (d) All of the Properties of the Borrower and the other Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Properties; Titles, Etc. (a) After giving full effect to the Confirmation Order Excepted Liens and except for the Plan of Reorganization: (a) Each of ORRI Conveyance, the Borrower owns the working interests and the other Credit Parties has good and defensible title to substantially all of its Borrowing Base Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties specified as the owner owns in all material respects the net interests in production attributable to their the Oil and Gas Properties as reflected in the most recently delivered Initial Reserve Report, Report and set forth in the Schedule 8.17 and the ownership ------------- of such Oil and Gas Properties does shall not in any material respect obligate such Person the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the Schedule 8.17. All ------------- information contained in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase true and correct in its net revenue interest in such Property all material respects as of the date thereof. No litigation or claims are currently pending, or the revenues therefrombest knowledge of the Borrower, threatened which would question the Borrower's title to the Oil and Gas Properties. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All leases and agreements necessary for referenced in the conduct of Initial Reserve Report or the business of title opinions delivered in connection with the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Initial Funding are valid and subsisting and subsisting, in full force and effect, 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 leases referred to leases, which would affect in any material respect the foregoing clauses (i) and (ii)conduct of the business of the Borrower. (c) The rights and Properties Property presently owned, leased or licensed by the Borrower and the other Credit Partiesits Subsidiaries including, including without limitation, all easements and rights of way, include is all rights and Properties of the Property necessary to permit the Borrower and the other Credit Parties its Subsidiaries to conduct their business in all material respects in the same manner as their business has been conducted prior to contemplated by the date hereofTransaction Documents. (d) All of fixtures, improvements and personal property included in the Properties of the Borrower and the other Credit Parties its Affiliates which are reasonably necessary for the operation of their businesses its business are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person. The Borrower and its Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)information used in their businesses as presently conducted, and subject to the limitations contained in the agreements governing the use thereof by of the Borrower and such other Credit Party does not infringe upon the rights of any other Personsame, except which limitations are customary for any such infringements that, individually or companies engaged in the aggregate, could not reasonably be expected to result in a Material Adverse Effectbusiness of the exploration and production of Hydrocarbons.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties has good and defensible title Subject to substantially all of its Borrowing Base Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal PropertiesImmaterial Title Deficiencies, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties Loan Party specified as the owner owns in all material respects had, as of the net interests in production attributable to their Oil and Gas Properties as reflected date evaluated in the most recently delivered Reserve Report, direct, good and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the Indebtedness. Each Loan Party has good title to all personal Properties owned by it free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan Party specified as the owner of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, the net interests in production attributable to the Hydrocarbon Interests reflected in such Reserve Report (other than those attributable to Designated Partnership Properties), and the ownership (whether in fee or by leasehold) of such Properties does shall not in any material respect obligate such Person Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered such Reserve Report that is not offset by a corresponding proportionate increase in its such Loan Party’s net revenue interest in such Property or other than as reflected in such Reserve Report; provided that to the revenues therefromextent a Loan Party is a general partner of a Designated Partnership, it is liable for all of the costs and expenses attributable to such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date to which such Reserve Report relates. (b) Except Subject to Immaterial Title Deficiencies, a Loan Party or a Designated Partnership had, as could of the date evaluated in the most recently delivered Reserve Report, good and defensible title as owner of a fee or leasehold interest to the Designated Partnership Properties evaluated in such Reserve Report, free and clear of all Liens except Liens described in clause (E) of the definition of “Designated Partnership”. After giving full effect to the Excepted Liens, a Loan Party or a Designated Partnership owned, as of the date evaluated in such Reserve Report, the net interests in production attributable to the Hydrocarbon Interests relating to Designated Partnership Properties reflected in such Reserve Report, and the ownership (in fee or in leasehold) of such Properties shall not reasonably be expected in any material respect obligate such owner to have bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in such Reserve Report that is not offset by a Material Adverse Effectcorresponding proportionate increase in such owner’s net revenue interest in such Property other than as reflected in such Reserve Report; provided that to the extent a Loan Party is a general partner of a Designated Partnership, it is liable for all of the costs and expenses attributable to such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. (ic) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, except as in each case could not reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (cd) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (de) All of the Properties of the Borrower and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the material operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (ef) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and the Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect Except as would not have a Material Adverse Effect and provided that no representation or warranty is made with respect to the Confirmation Order any Oil and the Plan of ReorganizationGas Property or interest to which no proved oil or gas reserves are properly attributed: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its personal Properties that are necessary to permit the Borrower and the Restricted Subsidiaries to conduct their business in all material personal Propertiesrespects in the same manner as its business has been conducted prior to the date hereof, in each case, subject to Immaterial Title Deficiencies and free and clear of all Liens except Permitted Liens permitted by Section 9.03. Subject to Immaterial Title Deficiencies and after giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the . The ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount materially in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property; provided that the Borrower or any applicable Restricted Subsidiary shall have the right to bear costs disproportionate to the Borrower’s or such Subsidiary’s working interest with respect to any Hydrocarbon Interest for a period of time in order to earn an interest in such Hydrocarbon Interest from a third party as evidenced by written agreement. Subject to Immaterial Title Deficiencies, there are no “back-in” or “reversionary” interests held by third parties that could reduce the interest of the Borrower or any Restricted Subsidiary in any such Property or the revenues therefromexcept as expressly set forth in such Reserve Report. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred to in the foregoing clauses (i) and (ii)leases. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries, including including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, (i) all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business business, and the use thereof by the Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person and (including ii) all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)information used in their businesses as presently conducted, and subject to the limitations contained in the agreements governing the use thereof by of the Borrower and such other Credit Party does not infringe upon the rights of any other Personsame, except which limitations are customary for any such infringements that, individually or companies engaged in the aggregate, could not reasonably be expected to result in a Material Adverse Effectbusiness of the exploration and production of Hydrocarbons.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base Oil and Gas Properties evaluated in the most recently delivered Reserve Report (other than those disposed of in compliance with Section 9.11 since delivery of such Reserve Report) and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person it to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil the Restricted Subsidiaries are valid and gas leases of the Borrower and the other Credit Parties aresubsisting, in each casefull force and effect, except to the extent any failure to be valid and subsisting and in full force and effecteffect could not reasonably be expected to have a 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 leases referred agreement, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower Credit Parties and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties reasonably necessary to permit the Borrower Credit Parties and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their business has been conducted prior business, except to the date hereofextent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect. (d) All of the Properties of the Borrower Credit Parties and the Restricted Subsidiaries (other Credit Parties than the Oil and Gas Properties, which are addressed in Section 7.17) 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 extent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect. (e) The Borrower Each of the Credit Parties and each other Credit Party the Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower Credit Parties and such other Credit Party the Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties and the Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Loan Party has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to to, or valid leasehold interests in, licenses of, or rights of use, all other Collateral owned or leased by such Loan Party and all of its other material personal PropertiesProperties necessary or used in the ordinary conduct of its business other than Properties sold in compliance with Section 9.11 from time to time, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The Borrower or , the other Credit Parties Loan Party specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and except as otherwise provided by statute, regulation or the standard and customary provisions of any applicable joint operating agreement, the ownership of such Properties does shall not in any material respect obligate such Person the Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Loan Party’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Loan Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The Except as could not reasonably be expected to have a Material Adverse Effect, the rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been is conducted prior to on the date hereof. (d) All Except for Properties being repaired, all of the Properties of the Borrower and the other Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition in all material respects and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)necessary for the conduct of the business, and the use thereof by the Borrower and such other Credit Loan Party does not not, to its knowledge, infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Each of the Borrower and each other Credit Party the Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and the Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, its Subsidiaries including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties its Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Oil and Gas Properties of the Borrower and its Subsidiaries for which the Borrower or a Subsidiary is the operator and all other Credit Parties Properties of the Borrower and its Subsidiaries (other than Oil and Gas Properties) which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. The Borrower and its Subsidiaries have used commercially reasonable efforts in light of the Borrower’s business model (including the number of its Oil and Gas Properties and the number and reputation of the operators with which the Borrower is contractually engaged or is a co-tenant) to satisfy itself (as reasonably determined by the Borrower in good faith) that their respective non-operated Oil and Gas Properties are in good working condition and are maintained in accordance with prudent operator standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other The Credit Parties has have good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material their personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03 (subject to receipt of assignments from ExxonMobil under farmout agreements which are not more than twelve months past first production and subject to receipt of assignments from all other farmors under farmout agreements which are not more than six months past first production). After giving full effect to the Excepted Liens. The Borrower or , the other Credit Parties Party specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person Credit Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Credit Party’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The material rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, including including, without limitation, all material easements and rights of way, include all material rights and Properties reasonably necessary to permit for the Borrower and conduct of the other Credit Parties to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereofParties’ businesses. (d) All of the Properties of the Borrower and the other Credit Parties (other than the Oil and Gas Properties which are addressed in Section 7.17 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. (e) The Borrower and each other Each Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Subject to Immaterial Title Deficiencies, each of the Borrower Parent and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted LiensLiens permitted by Section 9.03. The Borrower After giving full effect to the Excepted Liens (including Immaterial Title Deficiencies), the Parent or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does not in any material respect obligate the Parent or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Parent’s or such Restricted Subsidiary’s net revenue interest in such Property or in the revenues therefrom. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower Parent and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower Parent and the other Credit Partiesits Restricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower Parent and the other Credit Parties its Restricted Subsidiaries to conduct their business in all material respects in substantially the same manner as their its business has been conducted prior to the date hereof, unless the Borrower determines in good faith that the continued maintenance of such Property is no longer economically desirable, necessary or useful to the business of the Credit Parties or such Properties are Transferred in accordance Section 9.12. (d) All of the Properties of the Borrower Parent and the other Credit Parties its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, ordinary wear and tear excepted. (e) The Borrower Parent and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including including, without limitation, all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical datainformation material to its business), and the use thereof by the Borrower Parent and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of The Parent Guarantor, the Borrower and the other Credit Parties has their Subsidiaries have good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Parent Guarantor, the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Parent Guarantor, the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Parent Guarantor’s, the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of Parent Guarantor, the Borrower and the other Credit Parties are, in each case, their Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Parent Guarantor, the Borrower and the other Credit Partiestheir Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Parent Guarantor, the Borrower and the other Credit Parties their Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Parent Guarantor, the Borrower and the other Credit Parties their Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Parent Guarantor, the Borrower and each other Credit Party ownstheir Subsidiaries own, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Parent Guarantor, the Borrower and such other Credit Party their Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Parent Guarantor, the Borrower and their Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Loan Party, directly or indirectly through is percentage ownership of the Borrower and the other Credit Parties has Partnerships, good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The Borrower , each Loan Party, directly or indirectly through is percentage ownership of the other Credit Parties Partnerships, specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Parent Guarantor or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Parent Guarantor’s or such Subsidiary’s net revenue interest in such Property Property; provided that to the extent the Borrower or a Guarantor is a general partner of a Partnership, it is liable for all of the revenues therefromcosts and expenses attributable to such Partnership’s interest, but only entitled to its percentage interest in such Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date thereof. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower Parent Guarantor and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower Parent Guarantor and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower Parent Guarantor and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower Parent Guarantor and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower Parent Guarantor and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower Parent Guarantor and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Parent Guarantor and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of the Borrower and the other Credit Parties has good and defensible title to substantially all of its Borrowing Base Properties date evaluated in the most recently delivered Reserve Report (if any), direct, good and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the Indebtedness. Each Loan Party has good title to all of its material personal Properties, in each case, Properties owned by it free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The Borrower or the other Credit Parties , each Loan Party specified as the owner owns of Hydrocarbon Interests in all material respects the most recently delivered Reserve Report (if any) owned, as of the date evaluated in such Reserve Report, the net interests in production attributable to their Oil and Gas Properties as the Hydrocarbon Interests reflected in the most recently delivered such Reserve Report, and the ownership (whether in fee or by leasehold) of such Properties does shall not in any material respect obligate such Person the Parent or any Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered such Reserve Report that is not offset by a corresponding proportionate increase in its such Loan Party’s net revenue interest in such Property or other than as reflected in such Reserve Report. All information contained in the revenues therefrommost recently delivered Reserve Report (if any) is true and correct in all material respects as of the date to which such Reserve Report relates. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower Parent and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred to leases, except as in each case could not, individually or in the foregoing clauses (i) and (ii)aggregate, reasonably be expected to result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower Parent and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower Parent and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower Parent and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the material operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower Parent and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower Parent and each such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Parent and the Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Loan Parties has good and defensible title to substantially all of its Borrowing Base the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.12) and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The Borrower or , the other Credit Parties Loan Party specified as the owner owns in all material respects the net interests in production in all material respects attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Loan Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and 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 leases or leases referred agreements, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standardsstandards except for such failure as to condition or maintenance as could not be reasonably expected to have a Material Adverse Effect. (e) The Borrower and each other Credit Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to Except as a result of the Confirmation Order and filing of the Plan of ReorganizationBankruptcy Cases: (a) Each of the Borrower and the other Credit Parties Debtor has good and defensible title to substantially all of its Borrowing Base Oil and Gas Properties evaluated in the most recently delivered Reserve Report Report, good and defensible title to its Oil and Gas Properties comprised of natural gas pipelines or other gathering systems or pipelines or midstream assets and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The Borrower or , the other Credit Parties any Debtor specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person any Debtor to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its any Debtor’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the present conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Debtors are valid and subsisting and subsisting, in full force and 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 leases referred which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesDebtors including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Debtors to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the material Properties of the Borrower and the other Credit Parties which Debtors that are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Each Debtor owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Debtor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Debtors either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower The Parent and the other Credit Parties has Restricted Subsidiaries have good and defensible valid title to substantially to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its Borrowing Base Properties evaluated in the most recently delivered Reserve Report their material real and good title to all of its material personal Properties, in each case, Property free and clear of all Liens except Permitted Liens. The Borrower Each Drop Down Entity Mortgagor has good and valid title to, valid leasehold interests in, or the valid easements, rights of way or other Credit Parties specified as the owner owns property interests in all material respects the net interests in production attributable to their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does not in any material respect obligate such Person to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest Mortgaged Properties owned by it free and clear of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefromall Liens except Excepted Liens and Permitted Holdco Credit Facility Liens. (b) Except as The Gathering Systems are covered by valid and subsisting recorded fee deeds, leases, easements, rights of way, servitudes, permits, licenses and other instruments and agreements (collectively, “Rights of Way”) in favor of the Parent, any other applicable Restricted Subsidiary or any applicable Drop Down Entity Mortgagor (or their predecessors in interest), except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) does not interfere with the ordinary conduct of business of the Parent, any Restricted Subsidiary or such Drop Down Entity Mortgagor, (ii) does not materially detract from the value or the use of the portion of the Gathering Systems which are not covered and (iii) could not reasonably be expected to have a Material Adverse Effect. (c) The Rights of Way establish a contiguous and continuous right of way for the Gathering Systems and grant the Parent, any applicable Restricted Subsidiary or any applicable Drop Down Entity Mortgagor (or their predecessors in interest) the right to construct, operate, and maintain the Gathering Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Parent, any applicable Restricted Subsidiary and any applicable Drop Down Entity Mortgagor have inspected, operated, repaired, and maintained the Gathering Systems prior to the Effective Date; provided, however, (i) some of the Rights of Way granted to the Parent, such applicable Restricted Subsidiary or such applicable Drop Down Entity Mortgagor (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to liens in favor of third parties that have not been subordinated to the Rights of Way, and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the limitations, defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (A) interfere with the ordinary conduct of business of the Parent, any Restricted Subsidiary or any Drop Down Entity Mortgagor, (B) materially detract from the value or the use of the portion of the Gathering Systems which are covered or (C) could reasonably be expected to have a Material Adverse Effect. (d) Each Processing Plant is or will be located on lands covered by fee deeds, real property leases, or other instruments (collectively “Deeds”) in favor of the Parent, any applicable Restricted Subsidiary or any applicable Drop Down Entity Mortgagor (or their predecessors in interest) and their respective successors and assigns. The Deeds grant the Parent or any applicable Restricted Subsidiary (or their predecessors in interest) the right to construct, operate, and maintain such Processing Plant on the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets. (e) All Rights of Way and all material leases and agreements Deeds necessary for the conduct of the business of the Borrower Parent, the Restricted Subsidiaries and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, any applicable Drop Down Entity Mortgagor are valid and subsisting and subsisting, in full force and effect, and there exists no breach, default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to a default under any such lease Rights of Way or leases referred Deeds that could reasonably be expected to have a Material Adverse Effect. All rental and other payments due under any Rights of Way or Deeds by the Parent, any Restricted Subsidiary or any Drop Down Entity Mortgagor (and their predecessors in interest) have been duly paid in accordance with the terms thereof, except to the extent that a failure to do so, individually or in the foregoing clauses (i) and (ii)aggregate, could not reasonably be expected to have a Material Adverse Effect. (cf) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesParent, any Restricted Subsidiary or any Drop Down Entity Mortgagor, including all easements Rights of Way and rights of wayDeeds, include all rights and Properties necessary to permit the Borrower Parent, the Restricted Subsidiaries and the other Credit Parties Drop Down Entity Mortgagors to conduct their business businesses in all material respects in the same manner as their business has such businesses have been conducted prior to the date hereof. (dg) All of Neither the businesses nor the Properties of the Borrower and Parent, the Restricted Subsidiaries or the Drop Down Entity Mortgagors is affected in any manner that could reasonably be expected to have a Material Adverse Effect as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other Credit Parties which are reasonably necessary for the operation labor disturbance, embargo, requisition or taking of their businesses are in good working condition and are maintained in accordance with prudent business standardsProperty or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. (eh) No eminent domain proceeding or taking has been commenced or, to the knowledge of the Parent, the Borrower, the Restricted Subsidiaries, and the Drop Down Entity Mortgagors is contemplated with respect to all or any portion of the Midstream Properties, except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (i) No portion of the Midstream Properties has, since the date of this Agreement, suffered any material damage by fire or other casualty loss except that which has heretofore been repaired or replaced or is in the process of being repaired or replaced, except for any such loss in respect of which the Parent and the Restricted Subsidiaries are in compliance with their obligations to make the prepayments required on account of a casualty loss as and when required under Section 3.04(c)(v). (j) The Borrower and each other Credit Party ownsParent or the Restricted Subsidiaries own, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)their business, and the use thereof by the Borrower and such other Credit Party Parent or any Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03 and such defects in title as could not, individually or in the aggregate, reasonably be expected to materially distract from the value thereof to, or the use thereof in, the business of the Borrower and its Subsidiaries. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) Subsidiaries in all oil and gas leases of the Borrower and the other Credit Parties are, in each case, material respects are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the personal Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses in all material respects are in good working condition and are maintained in accordance with prudent business standards, except for such Properties as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed possesses the right to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Except as set forth in Schedule 7.16, each of the Borrower and the other Credit Parties Restricted Subsidiaries (as applicable) has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. The Parent owns no direct interests in any Oil and Gas Properties. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Subject to Excepted Liens, each of the Borrower and the other Credit Parties has Guarantors have good and defensible indefeasible title to substantially all of its Borrowing Base Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each caseReport, free and clear of all Liens except Permitted for Excepted Liens. The Borrower or has good and defensible title to all of the other Credit Parties specified Equity Interests in the Subsidiaries listed on Schedule 7.14, except for Excepted Liens. (b) The quantum and nature of the interest of the Borrower and Guarantors in and to their Hydrocarbon Interests as set forth in the owner owns most recent Reserve Report includes the entire interest of the Borrower and Guarantors in such Hydrocarbon Interests as of the date of such Reserve Report and are complete and accurate in all material respects as of the net date of such Reserve Report, and other than the NPI, there are no “back-in” or “reversionary” interests held by third parties which could materially reduce the interest of the Borrower and Guarantors in production attributable to such Hydrocarbon Interests except as taken into account in such Reserve Report. The Working Interests held by the Borrower and Guarantors in their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate any of such Person Persons to bear the costs and expenses relating to the maintenance, development development, and operations of each such Property Oil and Gas Properties in an amount in excess of the working interest of such Person in each Property such Hydrocarbon Interest set forth in the most recently delivered recent Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefromReport. (bc) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All oil and gas leases and instruments and other similar agreements comprising the Borrower’s and its Consolidated Subsidiaries Oil and Gas Properties necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Consolidated Subsidiaries are valid and subsisting and subsisting, in full force and effect, effect and there exists no default or event of default or circumstance which with the giving of notice or the passage lapse of time or both would give rise to a default under any such lease leases, instruments or leases referred to agreements, in each case which would affect in any material respect the foregoing clauses (i) and (ii). (c) The rights and Properties presently owned, leased or licensed by conduct of the business of the Borrower and its Subsidiaries. Neither Borrower, any of the Guarantors nor, to the knowledge of Borrower, any other Credit Partiesparty to any leases, including all easements instruments or agreements comprising its Oil and rights of way, include all rights and Gas Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects evaluated in the same manner as their business most recently delivered Reserve Report, has been conducted prior given or threatened to the date hereofgive written notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of, any such lease, instrument or agreement. (d) All of the Properties of the Borrower and the other Credit Parties which its Consolidated Subsidiaries that are reasonably necessary for the operation of their businesses business are in good repair, working order and condition in all material respects and are have been maintained by Borrower and its Consolidated Subsidiaries as is customary in accordance with prudent the oil and gas industry. Since the date of the most recent financial statements delivered pursuant to Sections 6.01(n) and 8.01, neither the business standardsnor the Properties of the Borrower and its Consolidated Subsidiaries have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits, or concessions by a Governmental Authority, riot, activities of armed forces, or acts of God or of any public enemy. (e) The Borrower Except for Excepted Liens or as otherwise disclosed in writing to the Administrative Agent: (i) In each case only with respect to any of the Borrower’s and each other Credit Party ownsGuarantors’ Oil and Gas Properties that have been assigned a discounted present value equal to or in excess of $2,000,000 in any Reserve Report, or is licensed to use(A) all rentals, all trademarksroyalties, tradenamesoverriding royalties, copyrights, patents shut-in royalties and other intellectual Property payments due under or with respect to any such Hydrocarbon Interests evaluated in any Reserve Report have been properly and timely paid in the ordinary course of business and (B) all material expenses payable under the terms of the contracts and agreements comprising such Oil and Gas Properties (other than those described above in clause (A)) have been properly and timely paid in the ordinary course of business, except in each case where such payments are being contested in good faith by appropriate proceedings and for which adequate reserves complying with GAAP have been made; (ii) All of the proceeds from the sale of Hydrocarbons produced from the Borrower’s and its Consolidated Subsidiaries’ Hydrocarbon Interests are being properly and timely paid to its business (including databasesthe Borrower without suspense, geological data, geophysical data, engineering data, seismic data, maps, interpretations other than the escrow mechanics associated with the Torch Energy Royalty Trust determinations and other technical data), and the use thereof by the Borrower and such other Credit Party does not infringe upon the rights of any other Person, except for than any such infringements that, individually proceeds the late payment or in the aggregate, non-payment of which could not reasonably be expected to result materially adversely affect the value of the Collateral taken as a whole; and (iii) No material amount of proceeds that has been received by the Borrower or any of its Consolidated Subsidiaries from the sale of Hydrocarbons produced from the Oil and Gas Properties evaluated in a Material Adverse Effectthe most recently delivered Reserve Report is subject to any claim for any refund or refund obligation.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has (i) in all material respects, good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report Report; and (ii) good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03, except as could not reasonably be excepted to result in a Material Adverse Effect. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Subject to Excepted Liens, each of the Borrower and the other Credit Parties has Guarantors have good and defensible indefeasible title to substantially all of its Borrowing Base Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each caseReport, free and clear of all Liens except Permitted for Excepted Liens. The Borrower or has good and defensible title to all of the other Credit Parties specified Equity Interests in the Subsidiaries listed on Schedule 7.14, except for Excepted Liens. (b) The quantum and nature of the interest of the Borrower and Guarantors in and to their Hydrocarbon Interests as set forth in the owner owns most recent Reserve Report includes the entire interest of the Borrower and Guarantors in such Hydrocarbon Interests as of the date of such Reserve Report and are complete and accurate in all material respects as of the net date of such Reserve Report, and other than the NPI, there are no “back-in” or “reversionary” interests held by third parties which could materially reduce the interest of the Borrower and Guarantors in production attributable to such Hydrocarbon Interests except as taken into account in such Reserve Report. The Working Interests held by the Borrower and Guarantors in their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate any of such Person Persons to bear the costs and expenses relating to the maintenance, development development, and operations of each such Property Oil and Gas Properties in an amount in excess of the working interest of such Person in each Property such Hydrocarbon Interest set forth in the most recently delivered recent Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefromReport. (bc) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All oil and gas leases and instruments and other similar agreements comprising the Borrower’s and its Consolidated Subsidiaries Oil and Gas Properties necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Consolidated Subsidiaries are valid and subsisting and subsisting, in full force and effect, effect and there exists no default or event of default or circumstance which with the giving of notice or the passage lapse of time or both would give rise to a default under any such lease leases, instruments or leases referred to agreements, in each case which would affect in any material respect the foregoing clauses (i) and (ii). (c) The rights and Properties presently owned, leased or licensed by conduct of the business of the Borrower and its Subsidiaries. Neither Borrower, any of the Guarantors nor, to the knowledge of Borrower, any other Credit Partiesparty to any leases, including all easements instruments or agreements comprising its Oil and rights of way, include all rights and Gas Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects evaluated in the same manner as their business most recently delivered Reserve Report, has been conducted prior given or threatened to the date hereofgive written notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of, any such lease, instrument or agreement. (d) All of the Properties of the Borrower and the other Credit Parties which its Consolidated Subsidiaries that are reasonably necessary for the operation of their businesses business are in good repair, working order and condition in all material respects and are have been maintained by Borrower and its Consolidated Subsidiaries as is customary in accordance with prudent the oil and gas industry. Since the date of the most recent financial statements delivered pursuant to Section 8.01, neither the business standardsnor the Properties of the Borrower and its Consolidated Subsidiaries have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, Permits, or concessions by a Governmental Authority, riot, activities of armed forces, or acts of God or of any public enemy. (e) The Borrower Except for Excepted Liens or as otherwise disclosed in writing to the Administrative Agent: (i) In each case only with respect to any of the Borrower’s and each other Credit Party ownsGuarantors’ Oil and Gas Properties that have been assigned a discounted present value equal to or in excess of $2,000,000 in any Reserve Report, or is licensed to use(A) all rentals, all trademarksroyalties, tradenamesoverriding royalties, copyrights, patents shut-in royalties and other intellectual Property payments due under or with respect to any such Hydrocarbon Interests evaluated in any Reserve Report have been properly and timely paid in the ordinary course of business and (B) all material expenses payable under the terms of the contracts and agreements comprising such Oil and Gas Properties (other than those described above in clause (A)) have been properly and timely paid in the ordinary course of business, except in each case where such payments are being contested in good faith by appropriate proceedings and for which adequate reserves complying with GAAP have been made; (ii) All of the proceeds from the sale of Hydrocarbons produced from the Borrower’s and its Consolidated Subsidiaries’ Hydrocarbon Interests are being properly and timely paid to its business (including databasesthe Borrower without suspense, geological data, geophysical data, engineering data, seismic data, maps, interpretations other than the escrow mechanics associated with the Torch Energy Royalty Trust determinations and other technical data), and the use thereof by the Borrower and such other Credit Party does not infringe upon the rights of any other Person, except for than any such infringements that, individually proceeds the late payment or in the aggregate, non-payment of which could not reasonably be expected to result materially adversely affect the value of the Collateral taken as a whole; and (iii) No material amount of proceeds that has been received by the Borrower or any of its Consolidated Subsidiaries from the sale of Hydrocarbons produced from the Oil and Gas Properties evaluated in a Material Adverse Effectthe most recently delivered Reserve Report is subject to any claim for any refund or refund obligation.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Except as disclosed in Schedule 7.17, each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03 and Liens securing the Existing Credit Agreement that are being contemporaneously extinguished on the date hereof. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower's or such Restricted Subsidiary's net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred to leases, which would affect in any material respect the foregoing clauses (i) conduct of the business of the Borrower and (ii)the Restricted Subsidiaries, taken as a whole. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries (or the General Partner for the benefit and use of the Borrower and the Restricted Subsidiaries) including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower The Company and the other Credit Parties has Subsidiary Guarantor have good and defensible title to substantially all of its Borrowing Base the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report prepared reserve report and good title to all of its material their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.24 of the Indenture. On the date hereof all of the Proved Oil and Gas Properties of the Company and the Subsidiary Guarantor are Mortgaged Properties. After giving full effect to any Permitted Liens. The Borrower or , the other Credit Parties specified as Company and the owner owns in all material respects Subsidiary Guarantor own the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Reportprepared reserve report, and the ownership of such Properties does shall not in any material respect obligate such Person the Company or any Subsidiary Guarantor to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report prepared reserve report that is not offset by a corresponding proportionate increase in its the Company’s or such Subsidiary Guarantor’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower Company and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiary Guarantor are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower Company and the other Credit PartiesSubsidiary Guarantor including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower Company and the other Credit Parties Subsidiary Guarantor to conduct their business businesses in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower Company and the other Credit Parties Subsidiary Guarantor which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower Company and each other Credit Party ownsthe Subsidiary Guarantor own, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)their businesses, and the use thereof by the Borrower and Company or such other Credit Party Subsidiary Guarantor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiary Guarantor either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in its businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties has good and defensible title Subject to substantially all of its Borrowing Base Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal PropertiesImmaterial Title Deficiencies, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties Loan Party specified as the owner owns in all material respects had, as of the net interests in production attributable to their Oil and Gas Properties as reflected date evaluated in the most recently delivered Reserve Report, direct, good and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the Indebtedness. Each Loan Party has good title to all personal Properties owned by it free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan Party specified as the owner of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, the net interests in production attributable to the Hydrocarbon Interests reflected in such Reserve Report, and the ownership (whether in fee or by leasehold) of such Properties does shall not in any material respect obligate such Person Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered such Reserve Report that is not offset by a corresponding proportionate increase in its such Loan Party’s net revenue interest in such Property or other than as reflected in such Reserve Report. All information contained in the revenues therefrommost recently delivered Reserve Report is true and correct in all material respects as of the date to which such Reserve Report relates. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, except as in each case could not reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the material operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and the Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower Except as set forth on Schedule 7.16, each Loan Party has Good and the other Credit Parties has good Defensible Title to its Oil and defensible title to substantially all of its Borrowing Base Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The Borrower or the other Credit Parties , each Loan Party specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its such Loan Party’s net revenue interest in such Property or the revenues therefromOil and Gas Property. (b) Except as could not reasonably be expected to have a Material Adverse EffectTo the best of the General Partner’s, (i) the Parent’s and the Borrower’s knowledge and belief, all material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Loan Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The To the best of the General Partner’s, the Parent’s and the Borrower’s knowledge and belief, the rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesLoan Parties including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Loan Parties which are reasonably necessary for the operation of their businesses businesses, taken as a whole, are in good working condition condition, ordinary wear and tear excepted, and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the The Borrower and the other Credit Parties has Restricted Subsidiaries have good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party ownsthe Restricted Subsidiaries own, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party the Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and the Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower Parent Guarantor and the other Credit Parties has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (other than those disposed of in compliance with Section 9.11 since delivery of such Reserve Report and those title defects disclosed in writing to the Administrative Agent in writing), and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liensother than Liens permitted by Section 9.03 which are permitted by the express terms of Section 9.03 to exist on such Oil and Gas Properties. The After giving full effect to the Liens permitted by Section 9.03, the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower Parent Guarantor and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and effect, except to the extent any failure to satisfy the foregoing could reasonably be expected to have a 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower Parent Guarantor and the other Credit PartiesParties including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower Parent Guarantor and the other Credit Parties to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof, except to the extent any failure to satisfy the foregoing could reasonably be expected to have a Material Adverse Effect. (d) All of the Properties of the Borrower Parent Guarantor and the other Credit Parties 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 extent any failure to satisfy the foregoing could reasonably be expected to have a Material Adverse Effect. (e) The Borrower and each other Each Credit Party owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and each such other Credit Party Person does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Parent Guarantor and the Credit Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in and material to their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Subject to Immaterial Title Deficiencies, each of the Borrower and the other Credit Parties Obligors has good and defensible title to substantially all of its Borrowing Base real Sand Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Sand Properties, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does not in any material respect obligate such Person to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefrom. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Obligors are valid and subsisting and subsisting, in full force and 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 leases or leases referred agreements that would reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereof. (db) All of the Sand Mines are described on Schedule 9.1.16(b) attached hereto or have been disclosed in writing as “Sand Mines” to the Agent after the Closing Date, which shall be deemed to be a supplement to Schedule 9.1.16(b). The Obligors possess all of the real property interests necessary for the operation of the Sand Facilities currently operated by the Obligors, and all of the Sand Properties of the Borrower and the other Credit Parties which Obligors that are reasonably necessary for the operation of their businesses such Sand Facilities are in good working condition and are maintained in accordance with prudent business standards. (ec) The Borrower Each Obligor and each other Credit Party its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual Intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations maps and other technical datainterpretations), and the use thereof by the Borrower such Obligor and such other Credit Party its Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect. (d) Each Obligor and each of its Restricted Subsidiaries has good and defensible title in fee simple to, or valid leasehold interests in, or easements or other marketable property interests in, all Property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Permitted Liens and except where the failure to have such title or other interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties its Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and each of QRE MLP and its Subsidiaries has good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower QRE MLP and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases or leases referred agreements, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower QRE MLP and each other Credit Party of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and QRE MLP or such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. QRE MLP and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base their the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, other than Properties sold in compliance with Section 9.12 and free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, other than reductions in such interests resulting from any actions permitted under Section 9.10 or from the election of the Borrower to not participate in any operation in respect of an Oil and Gas Property, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower's or such Restricted Subsidiary's net revenue interest in such Property other than excesses (i) relating to customary provisions of operating agreements requiring parties thereto to pay to the operator the share of costs of a defaulting party or (ii) resulting from the revenues therefromacquisition of the interest of any non-participating parties pursuant to customary provisions of the joint operating agreements. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Partiesits Restricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties its Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Except as disclosed in Schedule 7.16, each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to, or valid leasehold interests in, licenses of, or rights to use, all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property Property. The ownership by the Borrower or any Subsidiary of the revenues therefromHydrocarbons and the undivided interests therein specified on the exhibits to the Mortgages are the same interests reflected in the most recently delivered Reserve Report. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition (ordinary wear and tear excepted) and are maintained in accordance with prudent business standards. (e) The Each of the Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of Except for Immaterial Title Deficiencies, the Parent, the Borrower and the other Credit Parties has Restricted Subsidiaries have good and defensible title to substantially the Rights of Way (as defined below), the Deeds (as defined below), and/or other property interests in all of its Borrowing Base Properties evaluated in the most recently delivered Reserve Report their material real and good title to all of its material personal Properties, in each case, Property. All such Property is free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does not in any material respect obligate such Person to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset Liens permitted by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefromSection 9.03. (b) Except as The Gathering Systems are covered by valid and subsisting recorded fee deeds, leases, easements, rights of way, servitudes, permits, licenses and other similar instruments and agreements (collectively, “Rights of Way”) in favor of the Parent, the Borrower or any other applicable Restricted Subsidiary (or their predecessors in interest), except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) does not interfere with the ordinary conduct of business of the Parent, the Borrower, or any Restricted Subsidiary, (ii) does not materially detract from the value or the use of the portion of the Gathering Systems that are not covered and (iii) could not reasonably be expected to have a Material Adverse Effect. (c) The Rights of Way establish continuous land rights for the Gathering Systems and grant the Parent, the Borrower or any applicable Restricted Subsidiary (or their predecessors in interest) the right to construct, operate and maintain the Gathering Systems in, over, under, or across the land covered thereby in the same way that a reasonably prudent owner and operator would construct, operate and maintain similar assets and, if applicable, in the same way as the Parent, the Borrower and any applicable Restricted Subsidiary have constructed, operated and maintained the Gathering Systems prior to the Effective Date; provided, however, (i) some of the Rights of Way granted to the Parent, the Borrower or such applicable Restricted Subsidiary (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to liens in favor of third parties that have not been subordinated to the Rights of Way, and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the limitations, defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (A) materially interfere with the ordinary conduct of business of the Parent, the Borrower, or any Restricted Subsidiary, (B) materially detract from the value or the use of the portion of the Gathering Systems that are covered or (C) could reasonably be expected to have a Material Adverse Effect. (d) Each Processing Plant is or will be located on lands covered by fee deeds, real property leases, surface use agreements, or other instruments (collectively, “Deeds”) in favor of the Parent, the Borrower, or any applicable Restricted Subsidiary (or their predecessors in interest) and their respective successors and assigns. The Deeds grant the Parent, the Borrower, or any applicable Restricted Subsidiary (or their predecessors in interest) the right to construct, operate, and maintain such Processing Plant on the land covered thereby in the same way that a reasonably prudent owner and operator would construct, operate and maintain similar assets. (e) All Rights of Way and all material leases and agreements Deeds necessary for the conduct of the business of the Borrower Parent, the Borrower, and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and effect, and there exists no breach, default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to constitute a default under any such lease Rights of Way or leases referred Deeds that could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (cf) The rights and Properties presently owned, leased or licensed by the Borrower and Parent, the other Credit PartiesBorrower, or any Restricted Subsidiary, including all easements Rights of Way and rights of wayDeeds, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business businesses in all material respects in the same manner as their business has such businesses have been conducted prior to the date hereof. (dg) All of Neither the businesses nor the Properties of the Borrower and Parent, the Borrower, or the Restricted Subsidiaries is affected in any manner that could reasonably be expected to have a Material Adverse Effect as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other Credit Parties which are reasonably necessary for the operation labor disturbance, embargo, requisition or taking of their businesses are in good working condition and are maintained in accordance with prudent business standardsProperty or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. (eh) No eminent domain proceeding or taking has been commenced or, to the knowledge of the Parent, the Borrower, and/or the Restricted Subsidiaries, is contemplated with respect to all or any portion of the Midstream Properties, except for any such proceedings or takings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (i) No portion of the Midstream Properties has, as of the date of this Agreement, suffered any material damage by fire or other casualty loss except that which has heretofore been repaired or replaced or is in the process of being repaired or replaced, except for any such loss in respect of which the Parent, the Borrower, and the Restricted Subsidiaries are in compliance with their obligations to make the prepayments required on account of a casualty loss as and when required under Section 3.04(c). (j) The Borrower and each other Credit Party ownsParent, the Borrower, or is the Restricted Subsidiaries, as applicable, own, or are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)their business, and the use thereof by the Borrower and such other Credit Party Parent, the Borrower, or any Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Except as disclosed in Schedule 7.16, each of the Borrower Borrowers and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.11) and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , each Co-Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person Co-Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower Borrowers and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower Borrowers and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower Borrowers and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the material Properties of the Borrower Borrowers and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Each Co-Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the such Co-Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Co-Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base Oil and Gas Properties evaluated in the most recently delivered Reserve Report (other than those disposed of in compliance with Section 9.11 since delivery of such Reserve Report and those title defects disclosed in writing to the Administrative Agent) and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person it to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower Obligors and the other Credit Parties Restricted Subsidiaries are valid and (ii) all oil and gas leases of the Borrower and the other Credit Parties aresubsisting, in each casefull force and effect, except to the extent any failure to be valid and subsisting and in full force and effecteffect could not reasonably be expected to have a 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 leases referred agreement, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower Obligors and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties reasonably necessary to permit the Borrower Obligors and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their business has been conducted prior business, except to the date hereofextent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect. (d) All of the Properties of the Borrower Obligors and the Restricted Subsidiaries (other Credit Parties than the Oil and Gas Properties, which are addressed in Section 7.17) 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 extent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect. (e) The Borrower Each of the Obligors and each other Credit Party the Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower Obligors and such other Credit Party the Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the CREDIT AGREEMENT aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Obligors and the Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (f) None of the Borrower or the Restricted Subsidiaries own, and have not acquired or made any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties located outside of the geographical boundaries of the United States or in the offshore federal waters of the United States of America.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Party has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted LiensLiens permitted by Section 9.03. The Borrower or After giving full effect to the other Liens permitted by Section 9.03, each Credit Parties Party specified as the owner owns in all material respects owns, or has exclusive rights in, the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person any Credit Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its such Credit Party’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesParties including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Each Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties specified as the owner owns Subsidiaries own in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person the Borrower and the Subsidiaries to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s and the Subsidiaries net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower Loan Party has Good and the other Credit Parties has good Defensible Title to its Oil and defensible title to substantially all of its Borrowing Base Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The Borrower or the other Credit Parties , each Loan Party specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its such Loan Party’s net revenue interest in such Property or the revenues therefromOil and Gas Property. (b) Except as could not reasonably be expected to have a Material Adverse EffectTo the best of the Borrower’s knowledge and belief, (i) all material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Loan Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The To the best of the Borrower’s knowledge and belief, the rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesLoan Parties including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof, except as could not reasonably be expected to have a Material Adverse Effect. (d) All of the Properties of the Borrower and the other Credit Loan Parties which are reasonably necessary for the operation of their businesses businesses, taken as a whole, are in good working condition condition, ordinary wear and tear excepted, and are maintained in accordance with prudent business standards, except in each case as could not reasonably be expected to have a Material Adverse Effect. (e) The Borrower and each other Credit Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Relevant Party has good and defensible valid title to substantially to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its Borrowing Base Properties evaluated in the most recently delivered Reserve Report real and good title to all of its material personal Properties, in each case, Property free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does not in any material respect obligate such Person to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefrom. (b) Except as From and after the construction and commercial operation of any Gathering Systems, such Gathering Systems are or will be covered by valid and subsisting recorded fee deeds, leases, easements, rights of way, servitudes, permits, licenses or other instruments and agreements (collectively, “Rights of Way”) in favor of the Borrower or any other applicable Relevant Party (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) does not interfere with the ordinary conduct of business of any Relevant Party, (ii) does not materially detract from the value or the use of the Gathering Systems or (iii) could not reasonably be expected to have result in a Material Adverse Effect. (c) From and after the construction and commercial operation of any Gathering Systems, the Rights of Way establish or will establish a contiguous and continuous right of way for such Gathering Systems and grant or will grant the Borrower or any other applicable Relevant Party (or their predecessors in interest) the right to construct, operate, and maintain such Gathering Systems in, over, under, or across the land covered thereby in accordance with applicable law and customary industry practices; provided, however, (i) some of the Rights of Way granted to the Relevant Parties (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to Liens in favor of third parties that have not been subordinated to the Rights of Way; and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the limitations, defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (A) materially interfere with the ordinary conduct of business of the Borrower or any other Relevant Party, (B) materially detract from the value or the use of such Gathering Systems or (C) could reasonably be expected to result in a Material Adverse Effect. (d) Each Processing Plant is located on lands covered by fee deeds, real property leases, or other instruments (collectively “Deeds”) in favor of the Borrower or any other applicable Relevant Party (or their predecessors in interest) and their respective successors and assigns. The Deeds grant the Borrower or any other applicable Relevant Party (or their predecessors in interest) the right to construct, operate, and maintain each Processing Plant on the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets. (e) All Rights of Way and all material leases and agreements Deeds necessary for the conduct of the business of the Borrower and the other Credit Relevant Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and effect, and there exists no breach, default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to a default under any such lease Rights of Way or leases referred Deeds that could reasonably be expected to result in a Material Adverse Effect. All rental and other payments due under any Rights of Way or Deeds by any Relevant Party (and their predecessors in interest) have been duly paid in accordance with the terms thereof, except to the extent that a failure to do so, individually or in the foregoing clauses (i) and (ii)aggregate, could not reasonably be expected to result in a Material Adverse Effect. (cf) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRelevant Parties including, including without limitation, all easements Rights of Way and rights of wayDeeds, include all rights and Properties necessary to permit the Borrower and the other Credit Relevant Parties to conduct their business businesses in all material respects in the same manner as their business has such businesses have been conducted prior to the date hereofEffective Date. (dg) All of Except as could not reasonably be expected to result in a Material Adverse Effect, neither the businesses nor the Properties of any of the Borrower and the Relevant Parties is affected in any manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other Credit Parties which are reasonably necessary for the operation labor disturbance, embargo, requisition or taking of their businesses are in good working condition and are maintained in accordance with prudent business standardsProperty or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. (eh) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Relevant Parties, is contemplated with respect to all or any portion of the Midstream Properties, except to the extent that an adverse determination in such proceeding (i) would not materially interfere with the ordinary conduct of business of any Relevant Party, (ii) would not materially detract from the value or the use of the Midstream Properties and (iii) could not reasonably be expected to result in a Material Adverse Effect. (i) The Borrower and each other Credit Relevant Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Relevant Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Properties; Titles, Etc. (a) After giving full effect to the Confirmation Order Excepted Liens, from and after the Plan of Reorganization: (a) Each of Effective Date, the Borrower and the other Credit Parties or its Subsidiary has good and defensible title to substantially all of its Borrowing Base Properties evaluated the working interests and net interests in the most recently delivered Oil and Gas Properties reflected in the Initial Reserve Report and good title set forth in Exhibit A to all each Mortgage, a complete list of its material personal Propertieswhich leases is set forth on Schedule 8.17(a). After giving full effect to the Excepted Liens, in each case, free and clear of all Liens except Permitted Liens. The the Borrower or the other Credit Parties specified as the owner its Subsidiary owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property Property. All information contained in the Initial Reserve Report is true and correct in all material respects as of the date thereof. No litigation or claims are currently pending, or to the revenues therefrombest knowledge of the Borrower, threatened which would question the Borrower or its Subsidiary’s title to the Oil and Gas Properties. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All leases and agreements necessary for referenced in the conduct of Initial Reserve Report or the business of title information delivered in connection with the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Loans are valid and subsisting and subsisting, in full force and effect, 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 leases referred to leases, which would affect in any material respect the foregoing clauses (i) and (ii)conduct of the business of the Borrower Group. (c) The rights and Properties Property presently owned, leased or licensed by the Borrower and the other Credit Partiesor its Subsidiary including, including without limitation, all easements and rights of way, include is all rights and Properties of the Property necessary to permit the Borrower and the other Credit Parties or its Subsidiary to conduct their its business in all material respects in the same manner as their business has been conducted prior would a reasonably prudent operator and the Borrower or its Subsidiary will not be required to acquire any material assets to continue the date hereofcurrent operations of the Properties other than the replacement of equipment in the ordinary course of business. (d) All of fixtures, improvements and personal property included in the Properties of the Borrower and the other Credit Parties which are reasonably necessary for the operation of their businesses its business are in good working condition and are maintained in accordance with prudent business standards. (e) The Each member of the Borrower and each other Credit Party Group owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including business, and the use thereof by the members of the Borrower Group does not infringe upon the rights of any other Person. Each member of the Borrower Group either owns or has valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)information used or usable in the conduct of its business, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons. (f) All of the mineral leases included in the Oil and Gas Properties set forth in Exhibit A to each Mortgage are “held by production” and, as such, do not expire as long as production continues, and the use thereof by the Borrower and there are no ongoing rental or other payments required under such other Credit Party does not infringe upon the rights of any other Person, leases except for any such infringements that, individually or the royalties reflected in the aggregate, could net revenue interests set forth in Exhibit A to each Mortgage. Except as would not reasonably be expected to result have individually or in the aggregate a Material Adverse Effect, all rentals, royalties, overriding royalties, and other payments due under any oil and gas lease or oil, gas and mineral lease included in the Oil and Gas Properties set forth on Schedule 8.17(a), have been fully, properly and timely paid in accordance with the terms of the respective instrument pursuant to which such obligations arose, except for amounts being validly held in suspense. Schedule 8.17(f) sets forth a complete and accurate listing of the division of interests for each lease set forth in Exhibit A to each Mortgage. (g) No Oil and Gas Property is subject to any restriction on the use of the surface in a manner that would adversely affect the value or operation of such Oil and Gas Property in any material respect. Except as would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect, (i) each member of the Borrower Group has all easements, licenses, rights-of-way, servitudes, leasehold estates, instruments and other interests that are necessary for the ownership, operation, possession, maintenance or use of the Oil and Gas Properties as currently conducted and reasonably anticipated to be conducted, (ii) all such easements, licenses, rights-of-way, servitudes, leasehold estates, instruments and other interests are in full force and effect and (iii) there are no actions pending, or to the knowledge of the Borrower, threatened, to revoke, terminate or limit any such easements, licenses, rights-of-way, servitudes, leasehold estates, instruments or other interests

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Except for Immaterial Title Deficiencies, each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base respective Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The After giving full effect to the Excepted Liens (including Immaterial Title Deficiencies), the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects at least the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiaries’ net revenue interest in such Property or the revenues therefrom. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries, including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Group Member has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal PropertiesProperties other than Properties sold, transferred or otherwise disposed of (i) on or prior to the Closing Date or (ii) after the Closing Date, in compliance with Section 7.11 from time to time, in each case, free and clear of all Liens except Permitted LiensLiens permitted by Section 7.3. The Borrower or After giving full effect to the other Credit Parties Excepted Liens and the dispositions referenced in the prior sentence, the Group Member specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and except as otherwise provided by statute, regulation or the standard and customary provisions of any applicable joint operating agreement, the ownership of such Properties does shall not in any material respect obligate such Person the Group Member to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Group Member’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Group Members are valid and subsisting and subsisting, in full force and effect, and (ii) 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 leases referred to leases, which, in the foregoing clauses case of either (i) and or (ii), could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, Group Members including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Group Members to conduct their business in all material respects in the same manner as their its business has been is conducted prior to on the date hereofhereof except where the failure of the foregoing could not reasonably be expected to result in a Material Adverse Effect. (d) All Except for Properties being repaired, all of the Properties of the Borrower and the other Credit Parties Group Members 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 where the failure of the foregoing could not reasonably be expected to result in a Material Adverse Effect. (e) The Borrower and each other Credit Party Each Group Member owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material necessary to operate its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Group Member does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Group Members either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower's or such Subsidiary's net revenue interest in such Property Property. The ownership by the Borrower or any Subsidiary of the revenues therefromHydrocarbons and the undivided interests therein specified on the exhibits to the Mortgages are the same interests reflected in the most recently delivered Reserve Report. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)information used in their businesses as presently conducted, and subject to the limitations contained in the agreements governing the use thereof by of the Borrower and such other Credit Party does not infringe upon the rights of any other Personsame, except which limitations are customary for any such infringements that, individually or companies engaged in the aggregatebusiness of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to result in have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization:Except as set forth in Schedule 7.16, (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except (i) Permitted Liens and (ii) Liens being released on the Effective Date in connection with the payoff and assumption of the Existing Credit Agreement. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect Except for matters which would not reasonably be expected to the Confirmation Order and the Plan of Reorganizationhave a Material Adverse Effect: (a) Each of the Borrower and the other Credit Parties Loan Party has good and defensible title to substantially all of its Borrowing Base the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The Borrower or , the other Credit Parties Loan Party specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its such Loan Party’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Loan Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and effect, and (i) with respect to the Borrower and (ii) to Borrower’s knowledge with respect to all counterparties to such leases and agreements, 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 leases referred to leases, which would affect in any material respect the foregoing clauses (i) and (ii)conduct of the business of the Loan Parties, taken as a whole. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition condition, ordinary wear and tear excepted, and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as would not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of The Loan Parties have Marketable Title to the Borrower and the other Credit Parties has good and defensible title to substantially all of its Borrowing Base Sand Properties evaluated in the most recently delivered Reserve Report and each of the Loan Parties has good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.04. After giving full effect to the Excepted Liens. The Borrower or , the other Credit Parties Loan Party specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Sand Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such other Loan Party’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Loan Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and 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 leases or leases referred to in the foregoing clauses (i) and (ii)agreements. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Partieseach Loan Party including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties each Loan Party to conduct their its business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Each Loan Party owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Finished Sand Inventory and other minerals.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Party has good and defensible title to substantially all of its Borrowing Base the Hydrocarbon Interests in the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The Borrower or the other , each Credit Parties Party specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person Credit Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its such Credit Party’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesParties including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Each Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party does not and will not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect Subject to the Confirmation Order and the Plan of Reorganization: (a) Each Excepted Liens, each of the Borrower and the other Credit Parties has Obligors have good and defensible indefeasible title to substantially all of its Borrowing Base Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each caseReport, free and clear of all Liens except Permitted for Excepted Liens. The Borrower has good and defensible title to all of the Equity Interests in the Subsidiaries listed on Schedule 7.14, except for Excepted Liens. No material Oil and Gas Properties of any Obligor comprise a “building” or “mobile home” (each as defined in Regulation H promulgated under the other Credit Parties specified Flood Insurance Laws). The quantum and nature of the interest of the Obligors in and to their Hydrocarbon Interests as set forth in the owner owns most recent Reserve Report includes the entire interest of the Obligors in such Hydrocarbon Interests as of the date of such Reserve Report and are complete and accurate in all material respects as of the net date of such Reserve Report; there are no “back-in” or “reversionary” interests held by third parties which could materially reduce the interest of the Obligors in production attributable to such Hydrocarbon Interests except as taken into account in such Reserve Report. The Working Interests held by the Obligors in their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate any of such Person Persons to bear the costs and expenses relating to the maintenance, development development, and operations of each such Property Oil and Gas Properties in an amount in excess of the working interest Working Interest of such Person in each Property such Hydrocarbon Interest set forth in the most recently delivered recent Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefrom. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material Report. All oil and gas leases and instruments and other similar agreements comprising the Borrower’s and its Consolidated Subsidiaries Oil and Gas Properties necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Consolidated Subsidiaries are valid and subsisting and subsisting, in full force and effect, effect and there exists no default or event of default or circumstance which with the giving of notice or the passage lapse of time or both would give rise to a default under any such lease leases, instruments or leases referred to agreements, in each case which would affect in any material respect the foregoing clauses (i) and (ii). (c) The rights and Properties presently owned, leased or licensed by conduct of the business of the Borrower and its Subsidiaries. Neither the Borrower, any of the Guarantors nor, to the knowledge of the Borrower, any other Credit Partiesparty to any leases, including all easements instruments or agreements comprising its Oil and rights of way, include all rights and Gas Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects evaluated in the same manner as their business most recently delivered Reserve Report, has been conducted prior given or threatened to the date hereof. (d) give written notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of, any such lease, instrument or agreement. 715347206 14464587 All of the Properties of the Borrower and the other Credit Parties which its Consolidated Subsidiaries that are reasonably necessary for the operation of their businesses business are in good repair, working order and condition in all material respects and are have been maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data), and the use thereof by the Borrower and such other Credit Party does not infringe upon its Consolidated Subsidiaries as is customary in the rights oil and gas industry. Since the date of the most recent financial statements delivered pursuant to Sections 6.01(m) and 8.01, neither the business nor the Properties of the Borrower and its Consolidated Subsidiaries have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other Personlabor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits, or concessions by a Governmental Authority, riot, activities of armed forces, or acts of God or of any public enemy. Except for Excepted Liens or as otherwise disclosed in writing to the Administrative Agent: In each case only with respect to any of the Obligors’ Oil and Gas Properties that have been assigned a discounted present value equal to or in excess of $2,000,000 in any Reserve Report, (A) all rentals, royalties, overriding royalties, shut-in royalties and other payments due under or with respect to any such Hydrocarbon Interests evaluated in any Reserve Report have been properly and timely paid in the ordinary course of business and (B) all material expenses payable under the terms of the contracts and agreements comprising such Oil and Gas Properties (other than those described above in clause (A)) have been properly and timely paid in the ordinary course of business, except in each case where such payments are being contested in good faith by appropriate proceedings and for which adequate reserves complying with GAAP have been made; All of the proceeds from the sale of Hydrocarbons produced from the Borrower’s and its Consolidated Subsidiaries’ Hydrocarbon Interests are being properly and timely paid to the Borrower without suspense, other than any such infringements that, individually proceeds the late payment or in the aggregate, non-payment of which could not reasonably be expected to result materially adversely affect the value of the Borrower’s and its Consolidated Subsidiaries’ Hydrocarbon Interests taken as a whole; and No material amount of proceeds that has been received by the Borrower or any of its Consolidated Subsidiaries from the sale of Hydrocarbons produced from the Oil and Gas Properties evaluated in a Material Adverse Effectthe most recently delivered Reserve Report is subject to any claim for any refund or refund obligation.

Properties; Titles, Etc. After giving effect Other than as a result of the Cases and subject to any necessary order or authorization of the Confirmation Order and the Plan of ReorganizationBankruptcy Court: (a) Each of the Borrower and the other Credit Parties Loan Party has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to to, or valid leasehold interests in, licenses of, or rights of use, all other Collateral owned or leased by such Loan Party and all of its other material personal PropertiesProperties necessary or used in the ordinary conduct of its business other than Properties sold in compliance with Section 9.11 from time to time, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The Borrower or , the other Credit Parties Loan Party specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and except as otherwise provided by statute, regulation or the standard and customary provisions of any applicable joint operating agreement, the ownership of such Properties does shall not in any material respect obligate such Person the Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Loan Party’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Loan Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The Except as could not reasonably be expected to have a Material Adverse Effect, the rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been is conducted prior to on the date hereof. (d) All Except for Properties being repaired, all of the Properties of the Borrower and the other Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition in all material respects and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)necessary for the conduct of the business, and the use thereof by the Borrower and such other Credit Loan Party does not not, to its knowledge, infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the The Borrower and the other Credit Parties has its Subsidiaries have good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Partiesits Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties its Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties its Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party ownsits Subsidiaries own, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either owns or has valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Subject to Immaterial Title Deficiencies, each of the Borrower Parent and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted LiensLiens permitted by Section 9.03. The Borrower After giving full effect to the Excepted Liens (including Immaterial Title Deficiencies), the Parent or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does not in any material respect obligate the Parent or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Parent’s or such Restricted Subsidiary’s net revenue interest in such Property or in the revenues therefrom. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower Parent and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower Parent and the other Credit Partiesits Restricted Subsidiaries including, including without limitation, all easements and rights of wayway and the benefits under the Services Agreement, include all rights and Properties necessary to permit the Borrower Parent and the other Credit Parties its Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower Parent and the other Credit Parties its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower Parent and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including including, without limitation, all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical datainformation material to its business), and the use thereof by the Borrower Parent and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Except as disclosed in Schedule 7.16, each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with ‎Section 9.11) and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the material Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Except as set forth on Schedule 7.16, each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms), and good title to all of its personal Properties material personal Propertiesto its business, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects at least the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve ReportReport (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms), and the ownership of such Properties does shall not in the aggregate in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases or leases referred agreements, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) All of the material Properties of the Borrower and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition (ordinary wear and tear excepted) or are maintained in accordance with prudent business standards. (e) The the Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and the Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to, or valid leasehold interests in, licenses of, or rights to use, all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition (ordinary wear and tear excepted) and are maintained in accordance with prudent business standards. (e) The Each of the Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower Loan Parties and the other Credit Parties their Material Subsidiaries has (i) good and defensible title to substantially to, or valid leasehold or other interests in, all of its Borrowing Base their respective real Properties evaluated in the most recently delivered Reserve Report and (ii) good title to all of its their respective material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Borrower , in each case, except as would not reasonably be expected to materially and adversely affect the business or the other Credit Parties specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does not in any material respect obligate such Person to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefromany Loan Party. (b) Except as could not reasonably be expected to have a Material Adverse EffectAll material leases, (i) all material leases subleases and agreements necessary for the conduct of the business of the Borrower and the other Credit Loan Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, their Material Subsidiaries are valid and subsisting and subsisting, in full force and effect, and and, to Borrower’s knowledge, there exists no default or any event or circumstance which with the giving of notice or the passage of time or both would give rise to a default by any Loan Party or Subsidiary under any such lease or leases referred to in the foregoing clauses (i) and (ii)sublease. (c) The rights and Properties presently owned, leased leased, subleased or licensed by the Borrower Loan Parties and the other Credit Partiestheir Material Subsidiaries, including all easements and rights of wayReal Property Rights, include all rights and Properties necessary to permit the Borrower Loan Parties and the other Credit Parties their Material Subsidiaries to conduct their business respective businesses in all material respects in the same manner as their business has been conducted prior to the date hereofpresently conducted. (d) All Each of the Properties of Loan Parties and their Subsidiaries has complied with all obligations under the Borrower Real Property Rights to which it is a party, and the other Credit Parties which are reasonably necessary for the operation of their businesses all such Real Property Rights are in good working condition full force and are maintained effect, in accordance with prudent business standards. (e) The Borrower and each other Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data), and the use thereof by the Borrower and such other Credit Party does not infringe upon the rights of any other Personcase, except for any such infringements that, individually or in the aggregate, could as would not reasonably be expected to result in a Material Adverse Effect. Each of the Loan Parties and their Subsidiaries enjoys peaceful and undisturbed possession under all such Real Property Rights except for minor disturbances which would not reasonably be expected to, individually or in the aggregate, materially and adversely interfere with or impact the business or operations of any Loan Party or any of its Subsidiaries or materially detract from the value or use of such Real Property Rights. (e) All of the material Properties of the Loan Parties and their Material Subsidiaries which are reasonably necessary for the operation of their respective businesses are in good working condition (ordinary wear and tear excepted) and are maintained in accordance with prudent business standards in all material respects. (f) Each of the Loan Parties and their Material Subsidiaries owns or is licensed to use all material Intellectual Property necessary for it to own and operate its Properties and to carry on its business as presently conducted, and each Loan Party’s use of such material Intellectual Property and operation of its business does not infringe upon, misappropriate or otherwise violate the rights of any other Person. Each of the Loan Parties and their Material Subsidiaries has used commercially reasonable efforts to protect and maintain its ownership of, and the validity and enforceability of, all material Intellectual Property. No claims or litigations challenging any Loan Party’s use or ownership of any material Intellectual Property or the validity or enforceability of any Loan Party’s or any of their Material Subsidiaries’ material Intellectual Property are pending or, to the knowledge of the Loan Parties, threatened in writing. (g) Schedule 7.16 sets forth, as of the Closing Date, a complete and correct list of all Real Property Rights with respect to Material Real Property fee owned, leased or licensed by the Loan Parties and their Subsidiaries (and, if applicable, the lessors or grantors thereof).

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Subject to Excepted Liens, each of the Borrower and the other Credit Parties has Obligors have good and defensible indefeasible title to substantially all of its Borrowing Base Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each caseReport, free and clear of all Liens except Permitted for Excepted Liens. The Borrower or has good and defensible title to all of the other Credit Parties specified Equity Interests in the Subsidiaries listed on Schedule 7.14, except for Excepted Liens. (b) The quantum and nature of the interest of the Obligors in and to their Hydrocarbon Interests as set forth in the owner owns most recent Reserve Report includes the entire interest of the Obligors in such Hydrocarbon Interests as of the date of such Reserve Report and are complete and accurate in all material respects as of the net date of such Reserve Report, and other than the NPI, there are no “back-in” or “reversionary” interests held by third parties which could materially reduce the interest of the Obligors in production attributable to such Hydrocarbon Interests except as taken into account in such Reserve Report. The Working Interests held by the Obligors in their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate any of such Person Persons to bear the costs and expenses relating to the maintenance, development development, and operations of each such Property Oil and Gas Properties in an amount in excess of the working interest Working Interest of such Person in each Property such Hydrocarbon Interest set forth in the most recently delivered recent Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefromReport. (bc) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All oil and gas leases and instruments and other similar agreements comprising the Borrower’s and its Consolidated Subsidiaries Oil and Gas Properties necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Consolidated Subsidiaries are valid and subsisting and subsisting, in full force and effect, effect and there exists no default or event of default or circumstance which with the giving of notice or the passage lapse of time or both would give rise to a default under any such lease leases, instruments or leases referred to agreements, in each case which would affect in any material respect the foregoing clauses (i) and (ii). (c) The rights and Properties presently owned, leased or licensed by conduct of the business of the Borrower and its Subsidiaries. Neither Borrower, any of the Guarantors nor, to the knowledge of Borrower, any other Credit Partiesparty to any leases, including all easements instruments or agreements comprising its Oil and rights of way, include all rights and Gas Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects evaluated in the same manner as their business most recently delivered Reserve Report, has been conducted prior given or threatened to the date hereofgive written notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of, any such lease, instrument or agreement. (d) All of the Properties of the Borrower and the other Credit Parties which its Consolidated Subsidiaries that are reasonably necessary for the operation of their businesses business are in good repair, working order and condition in all material respects and are have been maintained by Borrower and its Consolidated Subsidiaries as is customary in accordance with prudent the oil and gas industry. Since the date of the most recent financial statements delivered pursuant to Sections 6.01(n) and 8.01, neither the business standardsnor the Properties of the Borrower and its Consolidated Subsidiaries have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits, or concessions by a Governmental Authority, riot, activities of armed forces, or acts of God or of any public enemy. (e) The Borrower Except for Excepted Liens or as otherwise disclosed in writing to the Administrative Agent: (i) In each case only with respect to any of the Obligors’ Oil and each other Credit Party ownsGas Properties that have been assigned a discounted present value equal to or in excess of $2,000,000 in any Reserve Report, or is licensed to use(A) all rentals, all trademarksroyalties, tradenamesoverriding royalties, copyrights, patents shut-in royalties and other intellectual Property payments due under or with respect to any such Hydrocarbon Interests evaluated in any Reserve Report have been properly and timely paid in the ordinary course of business and (B) all material expenses payable under the terms of the contracts and agreements comprising such Oil and Gas Properties (other than those described above in clause (A)) have been properly and timely paid in the ordinary course of business, except in each case where such payments are being contested in good faith by appropriate proceedings and for which adequate reserves complying with GAAP have been made; (ii) All of the proceeds from the sale of Hydrocarbons produced from the Borrower’s and its Consolidated Subsidiaries’ Hydrocarbon Interests are being properly and timely paid to its business (including databasesthe Borrower without suspense, geological data, geophysical data, engineering data, seismic data, maps, interpretations other than the escrow mechanics associated with the Torch Energy Royalty Trust determinations and other technical data), and the use thereof by the Borrower and such other Credit Party does not infringe upon the rights of any other Person, except for than any such infringements that, individually proceeds the late payment or in the aggregate, non-payment of which could not reasonably be expected to result materially adversely affect the value of the Collateral taken as a whole; and (iii) No material amount of proceeds that has been received by the Borrower or any of its Consolidated Subsidiaries from the sale of Hydrocarbons produced from the Oil and Gas Properties evaluated in a Material Adverse Effectthe most recently delivered Reserve Report is subject to any claim for any refund or refund obligation.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower Credit Parties and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Permitted Liens. The Borrower , a Credit Party or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate any Credit Party or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its such Credit Party’s or such Restricted Subsidiary’s net revenue interest in such Property Property. The quantum and nature of the interest of the Credit Parties and the Subsidiaries in and to the Oil and Gas Properties as set forth in each Reserve Report includes or will include the revenues therefromentire interest of the Credit Parties and the Subsidiaries in such Oil and Gas Properties as of the date of such Reserve Report and are or will be complete and accurate in all material respects as of the date of such Reserve Report; and there are no “back-in” or “reversionary” interests held by third parties which could reduce the interest of such Credit Party and the Subsidiaries in such Oil and Gas Properties in any material respect, except as expressly set forth or given effect to in such Reserve Report. (b) Except as could not reasonably be expected to have a Material Adverse EffectAll material licenses, (i) all material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower Credit Parties and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower Credit Parties and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereofClosing Date. (d) All of the Properties of the Borrower Credit Parties and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition (ordinary wear and tear excepted) and are maintained in accordance with prudent business standards. (e) The Borrower Each Credit Party and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower such Credit Party and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Credit Party and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower Loan Parties and the other Credit Parties their Subsidiaries has good and defensible title to substantially all of its Borrowing Base Properties evaluated in the most recently delivered Reserve Report and good title to all of its their material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does not in any material respect obligate such Person to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefrom. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Loan Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, their Subsidiaries are valid and subsisting and subsisting, in full force and effect, and there exists no default or any 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 leases referred that could reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower Loan Parties and the other Credit Parties, their Subsidiaries including all easements and rights of wayReal Property Rights, include all rights and Properties necessary to permit the Borrower and the other Credit Parties its Subsidiaries to conduct their respective business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) Each of the Loan Parties and their Subsidiaries has complied with all material obligations under the Real Property Rights to which they are a party and all such Real Property Rights are in full force and effect in all material respects. Each of the Loan Parties and their Subsidiaries enjoys peaceful and undisturbed possession under all such Real Property Rights except for minor disturbances which could not, individually or in the aggregate, materially interfere with or impact the business or operations of any Loan Party or any of its Subsidiaries or materially detract from the value or use of such Real Property Rights. (e) All of the Properties of the Borrower Loan Parties and the other Credit Parties their Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition (ordinary wear and tear excepted) and are maintained in accordance with prudent business standards. (ef) The Borrower Each Loan Party and each other Credit Subsidiary of each Loan Party owns, owns or is licensed to use, use all trademarks, tradenames, copyrights, patents Intellectual Property necessary for the Loan Parties to own and other intellectual Property material operate their properties and to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations carry on their businesses as presently conducted and other technical data)planned to be conducted by such Loan Parties and Subsidiaries, and to the knowledge of the Loan Parties, the use thereof and operation of their businesses by the Borrower such Loan Parties and such other Credit Party Subsidiaries does not infringe upon upon, misappropriate or otherwise violate the rights of any other PersonPerson in any material respect. Each of the Loan Parties and each Subsidiary of each Loan Party has used commercially reasonable efforts to protect and maintain its ownership of, except and the validity and enforceability of, all Intellectual Property necessary for the operation of their respective businesses. (g) Schedule 7.01(b) lists completely and correctly all Real Property Rights leased by each Loan Party and the lessors thereof. No Loan Party owns any such infringements that, individually or fee interest in the aggregate, could not reasonably be expected to result in a Material Adverse Effectany Real Property Rights.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base to, or valid leasehold interests in, the material Oil and Gas Properties evaluated in the most \ recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted to attach to such Properties by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve ReportReport (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms), and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as for such matters that could not reasonably be expected to have a Material Adverse Effect, (i) all material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred to in the foregoing clauses (i) and (ii)leases. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has (i) good and defensible title to substantially to, valid leasehold interests in, or valid easements or other property interests in all of its Borrowing Base Oil and Gas Properties evaluated in the most recently delivered Reserve Report and other real Property and (ii) good and valid title to all of its material personal PropertiesProperty, in the case of each caseof (i) and (ii), free and clear of all Liens except Permitted Liens permitted by Section 9.03. (b) After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner of the Borrowing Base Properties owns in all material respects the net interests in Hydrocarbon production attributable to their Oil and Gas the Borrowing Base Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Borrowing Base Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Borrowing Base Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromBorrowing Base Property. (bc) Except as could not reasonably be expected to have a Material Adverse Effect, [Reserved]. (id) all material All leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (ce) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof, except where the failure to so own, lease or license such rights or Properties could not reasonably be expected to have a Material Adverse Effect. (df) All of the Properties of the Borrower and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standardsstandards except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. (eg) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) After giving full effect to the Confirmation Order Excepted Liens and except for the Plan of Reorganization: (a) Each of ORRI Assignment, the Borrower owns the working interests and the other Credit Parties has good and defensible title to substantially all of its Borrowing Base Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties specified as the owner owns in all material respects the net interests in production attributable to their the Oil and Gas Properties as reflected in the most recently delivered Initial Reserve Report, Report and set forth in Schedule 8.17 and the ownership of such Oil and Gas Properties does shall not in any material respect obligate such Person the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Oil and Gas Property except as provided in the Acquisition Documents and the joint operating agreement between the Borrower and Eagle with respect to the Oil and Gas Properties, or as set forth in Schedule 8.17. All information contained in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase true and correct in its net revenue interest in such Property all material respects as of the date thereof. No litigation or claims are currently pending, or the revenues therefrombest knowledge of the Borrower, threatened which would question the Borrower’s title to the Oil and Gas Properties. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All leases and agreements necessary for referenced in the conduct of Initial Reserve Report or the business of title information delivered in connection with the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Initial Funding are valid and subsisting and subsisting, in full force and effect, 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 leases referred to leases, which would affect in any material respect the foregoing clauses (i) and (ii)conduct of the business of the Borrower. (c) The rights and Properties Property presently owned, leased or licensed by the Borrower and the other Credit Partiesits Subsidiaries including, including without limitation, all easements and rights of way, include is all rights and Properties of the Property necessary to permit the Borrower and the other Credit Parties its Subsidiaries to conduct their business in all material respects in the same manner as their would a prudent operator and Borrower and its Subsidiaries will not be required to acquire any material assets to continue the current operations of Borrower’s and its Subsidiaries’ Properties other than the replacement of equipment in the ordinary course of business has been conducted prior to and other acquisitions as contemplated by the date hereofDevelopment Plan. (d) All of fixtures, improvements and personal property included in the Properties of the Borrower and the other Credit Parties its Subsidiaries which are reasonably necessary for the operation of their businesses its business are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary, if any, owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person. The Borrower and its Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)information used or usable in the conduct of their businesses, and subject to the limitations contained in the agreements governing the use thereof by of the Borrower and such other Credit Party does not infringe upon the rights of any other Personsame, except which limitations are customary for any such infringements that, individually or companies engaged in the aggregate, could not reasonably be expected to result in a Material Adverse Effectbusiness of the exploration and production of Hydrocarbons.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (ai) Each of the Borrower and the other Credit Parties Mortgagor has good and defensible title to substantially all of its Borrowing Base Oil and Gas Properties evaluated in the most recently delivered Reserve Report as set forth in the title opinions delivered at the request of Mortgagee in connection with the NPLP Deed of Trust and good title to all of its material personal Properties, in each case, free and clear of all Liens except liens other than Permitted LiensSecurity Interests. The Borrower or After giving full effect to the other Credit Parties specified as the owner Permitted Security Interests, Xxxxxxxxx owns in all material respects the net interests in production attributable to their the Oil and Gas Properties as reflected in the most recently delivered Reserve ReportReport (excluding, to the extent this representation and warranty is deemed to be made after the ownership Effective Date, any such Oil and Gas Properties sold or transferred in compliance with the NPLP Deed of Trust since the date of such Properties does not in any material respect obligate such Person to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefromReport). (bii) Except as could not reasonably be expected to have The Oil and Gas Leases forming a Material Adverse Effect, (i) all material leases and agreements necessary for the conduct part of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Realty Collateral are valid and subsisting and subsisting, in full force and 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 leases or leases referred agreements, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (ciii) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesMortgagor, including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Mortgagor to conduct their its business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (div) All of the Properties of the Borrower and the other Credit Parties Mortgagor which are reasonably necessary for the operation of their businesses its business are in good working condition and are maintained in accordance with prudent business standards. (ev) The Borrower and each other Credit Party Mortgagor owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Xxxxxxxxx does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Mortgagor either owns or has valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in its business as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Subject to Immaterial Title Deficiencies, each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except to the extent sold or transferred in a transaction not prohibited pursuant to this Agreement after the date of such Reserve Report) and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to Immaterial Title Deficiencies and Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Partiesits Restricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties its Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition condition, ordinary wear and tear excepted, and are maintained in accordance with prudent business standardsstandards for companies engaged in the business of oil and gas exploration and production. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material other personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Restricted Subsidiaries 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 for any such failure to maintain such Properties, individually or in the aggregate, that could not reasonably be expected to result in a Material Adverse Effect. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section and s 9.03uch defects in title as could not, individually or in the aggregate, reasonably be expected to materially distract from the value thereof to, or the use thereof in, the business of the Borrower and its Subsidiaries. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, Subsidiaries including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereofhereof (other than as result from dispositions permitted hereunder). (d) All of the personal Properties of the Borrower and the other Credit Parties Subsidiaries 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 for such Properties as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed possesses the right to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Except as disclosed in Schedule 7.17, each Credit Parties Party has good and defensible title in all material respects to substantially all of its Borrowing Base the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.12) and good title in all material respects to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The Borrower or the other , a Credit Parties Party specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person Credit Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its such Credit Party’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesParties including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the material Properties of the Borrower and the other Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Each Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.. The Credit Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower The Company and the other Credit Parties has Subsidiary have good and defensible title to substantially all of its Borrowing Base the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report prepared reserve report and good title to all of its material their personal Properties, in each case, free and clear of all Liens except for Permitted LiensLiens (as defined in the Credit Agreement). The Borrower or After giving full effect to any Permitted Liens (as defined in the other Credit Parties specified as Agreement), the owner owns in all material respects Company and the Subsidiary own the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Reportprepared reserve report, and the ownership of such Properties does shall not in any material respect obligate such Person the Company or any Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report prepared reserve report that is not offset by a corresponding proportionate increase in its the Company’s or such Subsidiary’s net revenue interest in such Property or the revenues therefrom. Property, (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material leases and agreements necessary for the conduct of the business of the Borrower Company and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiary are valid and subsisting and subsisting, in full force and 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 leases referred to leases, which, individually or in the foregoing clauses (i) and (ii). aggregate, could reasonably be expected to have a Material Adverse Effect, (c) The the rights and Properties presently owned, leased or licensed by the Borrower Company and the other Credit PartiesSubsidiary including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower Company and the other Credit Parties Subsidiary to conduct their business businesses in all material respects in the same manner as their its business has been conducted prior to the date hereof. , (d) All all of the Properties of the Borrower Company and the other Credit Parties Subsidiary which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. , (e) The Borrower the Company and each other Credit Party ownsthe Subsidiary own, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)their businesses, and the use thereof by the Borrower and Company or such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiary either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in its businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbon Interests, with such exceptions as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower Loan Parties and the other Credit Parties their Subsidiaries has (i) good and defensible title to substantially all of its Borrowing Base respective real Properties evaluated in the most recently delivered Reserve Report and (ii) good title to all of its material their personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does not in any material respect obligate such Person to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefrom. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Loan Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, their Subsidiaries are valid and subsisting and subsisting, in full force and effect, and (ii) there exists no default or any 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 leases referred leases, except where such non-compliance could not reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower Loan Parties and the other Credit Parties, their Subsidiaries including all easements and rights of wayReal Property Rights, include all rights and Properties necessary to permit the Borrower Parent and the other Credit Parties its Subsidiaries to conduct their respective business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) Each of the Loan Parties and their Subsidiaries has complied with all obligations under the Material Real Property Rights to which they are a party and all such Material Real Property Rights are in full force and effect in all material respects. Each of the Loan Parties and their Subsidiaries enjoys peaceful and undisturbed possession under all such Material Real Property Rights except for minor disturbances which could not, individually or in the aggregate, materially interfere with or impact the business or operations of any Loan Party or any of its Subsidiaries or materially detract from the value or use of such Material Real Property Rights. (e) All of the Properties of the Borrower Loan Parties and the other Credit Parties their Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition (ordinary wear and tear excepted) and are maintained in accordance with prudent business standards. (ef) The Borrower Each Loan Party and each other Credit Subsidiary of each Loan Party owns, owns or is licensed to use, use all trademarks, tradenames, copyrights, patents Intellectual Property necessary for the Loan Parties to own and other intellectual Property material operate their properties and to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations carry on their businesses as presently conducted and other technical data)planned to be conducted by such Loan Parties and Subsidiaries, and the use thereof and operation of their businesses by the Borrower such Loan Parties and such other Credit Party Subsidiaries does not infringe upon upon, misappropriate or otherwise violate the rights of any other Person. Each of the Loan Parties and each Subsidiary of each Loan Party has used commercially reasonable efforts to protect and maintain its ownership of, except and the validity and enforceability of, all Intellectual Property necessary for any such infringements thatthe operation of their respective businesses. (g) As of the Closing Date, individually or in Schedule 7.01(x) lists completely and correctly all Material Real Property Rights fee owned by each Loan Party and each Subsidiary of each Loan Party and all Material Real Property Rights leased by each Loan Party and each Subsidiary of each Loan Party and the aggregate, could not reasonably be expected to result in a Material Adverse Effectlessors thereof.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the The Borrower and the other Credit Parties has Restricted Subsidiaries have good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof.. US 9364157v.4 WEL554/78009 (d) All of the Properties of the Borrower and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party ownsthe Restricted Subsidiaries own, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party the Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and the Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Except as disclosed in Schedule 7.15, each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.11) and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the material Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material other personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Restricted Subsidiaries 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 for any such failure to maintain such Properties, individually or in the aggregate, that could not reasonably be expected to result in a Material Adverse Effect. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect Other than as a result of the Chapter 11 Cases and subject to any necessary orders or authorization of the Confirmation Order and the Plan of ReorganizationBankruptcy Court: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material other personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Restricted Subsidiaries 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 for any such failure to maintain such Properties, individually or in the aggregate, that could not reasonably be expected to result in a Material Adverse Effect. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Except as disclosed in Schedule 7.16, each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.11) and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereofEffective Date. (d) All of the material Properties of the Borrower and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof, in each case, except where the failure to do so would not have a Material Adverse Effect. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses businesses, taken as a whole, are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property Property. The ownership by the Borrower or any Subsidiary of the revenues therefromHydrocarbons and the undivided interests therein specified on the exhibits to the Mortgages are the same interests reflected in the most recently delivered Reserve Report. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)information used in their businesses as presently conducted, and subject to the limitations contained in the agreements governing the use thereof by of the Borrower and such other Credit Party does not infringe upon the rights of any other Personsame, except which limitations are customary for any such infringements that, individually or companies engaged in the aggregatebusiness of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to result in have a Material Adverse Effect. (f) As of the Effective Date, Borrower owns all of the outstanding ENP GP LLC Member Interests and 20,924,055 ENP Common Units, which represent an approximate 46% percentage interest in ENP, and ENP GP owns all of the outstanding ENP General Partner Units, which represent a 1.10% percentage interest in ENP, all as set forth on Schedule 7.14 as supplemented as of the Effective Date, and Borrower or ENP GP, as applicable, has good and marketable title to such ENP Interests, free and clear of all Liens, other than (i) first priority senior Liens securing the Indebtedness and (ii) Liens securing the Revolver Indebtedness that are subordinated to the Liens thereon securing the Indebtedness pursuant to the terms of the Intercreditor Agreement. The ENP GP Units have been duly authorized and validly issued in accordance with the ENP Partnership Agreement. The ENP Common Units have been duly authorized and validly issued in accordance with the ENP Partnership Agreement, are fully paid (to the extent required by the ENP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section 17-607 of the Delaware Revised Uniform Limited Partnership Act). The ENP GP LLC Member Interests have been duly authorized and validly issued in accordance with the ENP GP LLC Agreement, are fully paid (to the extent required by the ENP GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act).

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Except as disclosed in Schedule 7.16, each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.11) and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the material Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (f) As of the Effective Date, no mortgages, deeds of trust or similar documents have been filed or recorded in connection with the Indenture.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect Subject to the Confirmation Order and the Plan of Reorganization: (a) Each Excepted Liens, each of the Borrower and the other Credit Parties has Obligors have good and defensible indefeasible title to substantially all of its Borrowing Base Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each caseReport, free and clear of all Liens except Permitted for Excepted Liens. The Borrower has good and defensible title to all of the Equity Interests in the Subsidiaries listed on Schedule 7.14, except for Excepted Liens. No material Oil and Gas Properties of any Obligor comprise a “building” or “mobile home” (each as defined in Regulation H promulgated under the other Credit Parties specified Flood Insurance Laws). (a) The quantum and nature of the interest of the Obligors in and to their Hydrocarbon Interests as set forth in the owner owns most recent Reserve Report includes the entire interest of the Obligors in such Hydrocarbon Interests as of the date of such Reserve Report and are complete and accurate in all material respects as of the net date of such Reserve Report, there are no “back-in” or “reversionary” interests held by third parties which could materially reduce the interest of the Obligors in production attributable to such Hydrocarbon Interests except as taken into account in such Reserve Report. The Working Interests held by the Obligors in their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate any of such Person Persons to bear the costs and expenses relating to the maintenance, development development, and operations of each such Property Oil and Gas Properties in an amount in excess of the working interest Working Interest of such Person in each Property such Hydrocarbon Interest set forth in the most recently delivered recent Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefromReport. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All oil and gas leases and instruments and other similar agreements comprising the Borrower’s and its Consolidated Subsidiaries Oil and Gas Properties necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Consolidated Subsidiaries are valid and subsisting and subsisting, in full force and effect, effect and there exists no default or event of default or circumstance which with the giving of notice or the passage lapse of time or both would give rise to a default under any such lease leases, instruments or leases referred agreements, in each case which would affect in any material respect the conduct of the business of the Borrower and its Subsidiaries. Neither the Borrower, any of the Guarantors nor, to the knowledge of the Borrower, any other party to any leases, instruments or agreements comprising its Oil and Gas Properties evaluated in the foregoing clauses (i) and (ii)most recently delivered Reserve Report, has given or threatened to give written notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of, any such lease, instrument or agreement. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties which its Consolidated Subsidiaries that are reasonably necessary for the operation of their businesses business are in good repair, working order and condition in all material respects and are have been maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data), and the use thereof by the Borrower and such other Credit Party does not infringe upon its Consolidated Subsidiaries as is customary in the rights oil and gas industry. Since the date of the most recent financial statements delivered pursuant to Sections 6.01(m) and 8.01, neither the business nor the Properties of the Borrower and its Consolidated Subsidiaries have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other Personlabor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits, or concessions by a Governmental Authority, riot, activities of armed forces, or acts of God or of any public enemy. (d) Except for Excepted Liens or as otherwise disclosed in writing to the Administrative Agent: (i) In each case only with respect to any of the Obligors’ Oil and Gas Properties that have been assigned a discounted present value equal to or in excess of $2,000,000 in any Reserve Report, (A) all rentals, royalties, overriding royalties, shut-in royalties and other payments due under or with respect to any such Hydrocarbon Interests evaluated in any Reserve Report have been properly and timely paid in the ordinary course of business and (B) all material expenses payable under the terms of the contracts and agreements comprising such Oil and Gas Properties (other than those described above in clause (A)) have been properly and timely paid in the ordinary course of business, except in each case where such payments are being contested in good faith by appropriate proceedings and for which adequate reserves complying with GAAP have been made; (ii) All of the proceeds from the sale of Hydrocarbons produced from the Borrower’s and its Consolidated Subsidiaries’ Hydrocarbon Interests are being properly and timely paid to the Borrower without suspense, other than any such infringements that, individually proceeds the late payment or in the aggregate, non-payment of which could not reasonably be expected to result materially adversely affect the value of the Borrower’s and its Consolidated Subsidiaries’ Hydrocarbon Interests taken as a whole; and (iii) No material amount of proceeds that has been received by the Borrower or any of its Consolidated Subsidiaries from the sale of Hydrocarbons produced from the Oil and Gas Properties evaluated in a Material Adverse Effectthe most recently delivered Reserve Report is subject to any claim for any refund or refund obligation.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does not in any material respect obligate such Person to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefrom. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, Restricted Subsidiaries including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data), and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Except for Immaterial Title Deficiencies, each of the Borrower and the other Credit Parties and their Subsidiaries has good and defensible title to substantially all of the Mortgaged Property and its Borrowing Base respective Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and good title title, or valid leasehold interests in, to all of its real and personal Properties material personal Propertiesto its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purpose, in each casecase for both clause (i) and clause (ii), free and clear of all Liens except Permitted Liens. The Borrower or After giving full effect to the other Excepted Liens, the Credit Parties or their Subsidiaries specified as the owner owns in all material respects owners own at least the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve ReportReport (except for those Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms), and the ownership of such Properties does shall not in any material respect obligate such Person the Credit Parties or their Subsidiaries to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by at least a corresponding proportionate increase in its the such Credit Parties’ or such Subsidiaries’ net revenue interest in such Property or the revenues therefrom. (b) Except Each of the material leases, licenses, subleases, Rights of Way, easements and servitudes or assignments of the foregoing (together with all amendments, modifications, supplements, renewals or extensions of any thereof) necessary for the conduct of the business of the Credit Parties and their respective Subsidiaries is in full force and effect and no Credit Party has knowledge of any breach, default or event or circumstance that has occurred and is continuing thereunder, or with the passage of time or giving of notice, or both, would give rise to a default, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles. (c) The rights of each Credit Party and any of its applicable Subsidiaries to use the Midstream Properties are pursuant to Rights of Way in favor of the applicable Credit Party and any of its applicable Subsidiaries (or their predecessors in interest), except where the failure of the Midstream Properties to be so covered, individually or in the aggregate, (i) (A) do not materially interfere with the ordinary conduct of business of the Borrower and any applicable Subsidiary and (B) do not materially detract from the value or the use of the portion of the Midstream Properties which are not covered or (ii) as could not reasonably be expected to have a Material Adverse Effect. (d) The Rights of Way for the Midstream Properties grant or permit the Borrower and any of its Subsidiaries the right to operate and maintain the Midstream Properties in, (i) over, under, or across the land covered thereby in the same way that a prudent owner and operator would operate and maintain similar assets and, in all material leases respects, in the same way as the Borrower and any applicable Subsidiary (or their predecessor in interest) have operated and maintained the Midstream Properties prior to the Effective Date, except as could not reasonably be expected to have a Material Adverse Effect. (e) All leases, related agreements and Rights of Way necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, its Subsidiaries are valid and subsisting and subsisting, in full force and effect, and there exists no breach, default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to a default under any such lease or leases referred agreement or Rights of Way, except to in the foregoing clauses (i) and (ii)extent any failure to have such rights of properties or any such breach, default or event or circumstance would not reasonably be expected to have a Material Adverse Effect. (cf) The rights and Properties properties presently owned, leased leased, subleased or licensed by the Borrower and the other Credit Partiesfor any of its Subsidiaries, including all easements and rights Rights of wayWay, include all rights and Properties properties necessary to permit the Borrower and the other Credit Parties its Subsidiaries to conduct their business businesses in all material respects accordance with prudent industry standards in the same manner as their business has such businesses have been conducted prior to the date hereofEffective Date, except to the extent any failure to have such rights of properties would not reasonably be expected to have a Material Adverse Effect. (dg) All of No eminent domain proceeding or taking is currently in process or, to the Properties knowledge of the Borrower and its Subsidiaries, is contemplated with respect to all or any Midstream Property (except to the other Credit Parties which are extent that such proceeding would not reasonably necessary for be expected to have a Material Adverse Effect) or all or any material portion of the operation of their businesses are in good working condition Oil and are maintained in accordance with prudent business standardsGas Properties. (eh) The Borrower Each Credit Party and each other Credit Party of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower such Credit Party and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, and no claims or litigation related thereto are pending or threatened, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties and their Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations, technology, know-how, processes, compositions, formulae, specifications, algorithms, and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons except as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has (i) good and defensible title to substantially to, valid leasehold interests in, or valid easements or other property interests in all of its Borrowing Base Oil and Gas Properties evaluated in the most recently delivered Reserve Report and other real Property and (ii) good and valid title to all of its material personal PropertiesProperty, in the case of each caseof (i) and (ii), free and clear of all Liens except Permitted Liens permitted by Section 9.03. (b) After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner of the Borrowing Base Properties owns in all material respects the net interests in Hydrocarbon production attributable to their Oil and Gas the Borrowing Base Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Borrowing Base Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Borrowing Base Property in an amount in excess of the working interest of each Borrowing Base Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromBorrowing Base Property. (bc) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (cd) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (de) All of the Properties of the Borrower and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (ef) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in covered by the most recently delivered Reserve Report Mortgages, and each Loan Party has good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower's or such Subsidiary's net revenue interest in such Property Property. The ownership by the Borrower or any Subsidiary of the revenues therefromHydrocarbons and the undivided interests therein specified on the exhibits to the Mortgages are the same interests reflected in the most recently delivered Reserve Report. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and the Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)information used in their businesses as presently conducted, and subject to the limitations contained in the agreements governing the use thereof by of the Borrower and such other Credit Party does not infringe upon the rights of any other Personsame, except which limitations are customary for any such infringements that, individually or companies engaged in the aggregatebusiness of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to result in have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Subsidiaries has (i) in all material respects, good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (including, without limitation, the Initial Reserve Report); and (ii) good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03, except as could not reasonably be excepted to result in a Material Adverse Effect. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report (including, without limitation, the Initial Reserve Report), and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report (including, without limitation, the Initial Reserve Report) that is not offset by a corresponding proportionate increase in its the Borrower’s or such Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material other personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all material All leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, which could reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof, except to the extent that the failure to include any such rights could not reasonably be expected to result in a Material Adverse Effect. (d) All of the Properties of the Borrower and the other Credit Parties Restricted Subsidiaries 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 for any such failure to maintain such Properties, individually or in the aggregate, that could not reasonably be expected to result in a Material Adverse Effect. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) After giving full effect to the Confirmation Order Excepted Liens and except for the Plan of Reorganization: (a) Each ORRI Assignment, each of the Borrower and the other Credit Loan Parties has good and defensible title to substantially all of its Borrowing Base the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Properties. After giving full effect to the Excepted Liens, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties Loan Party specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does shall not in any material respect obligate such Person Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its such Loan Party's net revenue interest in such Property Property. All information provided to the preparer in the most recently delivered Reserve Report is true and correct in all material respects as of the date thereof and to the knowledge of the Borrower, such Reserve Report provides a reasonable estimate of the reserves of the Borrower and its Subsidiaries as of the date such Reserve Report was prepared and based on the then available information. No litigation or claims are currently pending, or to the revenues therefrom. (b) Except as best knowledge of the Borrower, threatened which could not reasonably be expected to have a Material Adverse Effect, material adverse effect on any Loan Party's title to the Oil and Gas Properties. (ib) all material All leases and agreements necessary for referenced in the conduct of Initial Reserve Report or the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, title information delivered in each case, connection herewith or otherwise are valid and subsisting and subsisting, in full force and 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 leases referred to leases, which would affect in any material respect the foregoing clauses (i) and (ii)conduct of the business of the Loan Parties. (c) The rights and Properties Property presently owned, leased or licensed by the Borrower and the other Credit Loan Parties, including including, without limitation, all easements and rights of way, include is all rights and Properties of the Property necessary to permit the Borrower and the other Credit Loan Parties to conduct their business in all material respects in the same manner as their would a prudent operator and Borrower and its Subsidiaries will not be required to acquire any material assets to continue the current operations of Borrower's and its Subsidiaries' Properties other than the replacement of equipment in the ordinary course of business has been conducted prior to and other acquisitions as contemplated by the date hereofDevelopment Plan. (d) All of the Properties of the Borrower and the other Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used or usable in the conduct of their businesses, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons.

Properties; Titles, Etc. After giving effect Except for matters which would not reasonably be expected to the Confirmation Order and the Plan of Reorganizationhave a Material Adverse Effect: (a) Each of Loan Party has Good and Defensible Title to the Borrower proved Oil and the other Credit Parties has good and defensible title to substantially all of its Borrowing Base Gas Properties evaluated in the most recently delivered Reserve Report (other than Oil and Gas Properties sold in accordance with Section 9.05) and good title to all of its material personal 105 Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to Permitted Liens. The Borrower or Encumbrances, the other Credit Parties Loan Party specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve ReportReport (other than reductions in such interests resulting from any actions permitted under Section 9.05 or from the election of the applicable Loan Party to not participate in any operation in respect of an Oil and Gas Property, and, except as otherwise provided by statute, regulation or customary provisions of any applicable joint operating agreement), and the ownership of such Properties does shall not in any material respect obligate such Person Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its such Loan Party’s net revenue interest in such Property or the revenues therefromOil and Gas Property. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Loan Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, are valid and subsisting and subsisting, in full force and effect, and (i) with respect to the Borrower and (ii) to Borrower’s knowledge with respect to all counterparties to such leases and agreements, 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 leases referred leases, which would reasonably be expected to in the foregoing clauses (i) and (ii)have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been conducted prior to on the date hereofEffective Date. (d) All Except for Properties being repaired, all of the Properties of the Borrower and the other Credit Loan Parties which are reasonably necessary for the operation of their businesses businesses, taken as a whole, are in good working condition condition, ordinary wear and tear excepted, and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect.. The Loan Parties either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions, taken as a whole, as would not reasonably be expected to have a Material Adverse Effect. 106

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base the material Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Properties that have been disposed of since the date such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted to attach to such Properties by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve ReportReport (except for those Properties that have been disposed of since the date such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms), and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as for such matters that could not reasonably be expected to have a Material Adverse Effect, (i) all material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred to in the foregoing clauses (i) and (ii)leases. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties has good and defensible title Subject to substantially all of its Borrowing Base Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal PropertiesImmaterial Title Deficiencies, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties Loan Party specified as the owner owns in all material respects had, as of the net interests in production attributable to their Oil and Gas Properties as reflected date evaluated in the most recently delivered Reserve Report, direct, good and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Tax Advantaged Drilling Partnership Properties) evaluated in such Reserve Report free and clear of Liens except Excepted Liens. Each Loan Party has good title to all personal Properties owned by it free and clear of all Liens except Excepted Liens. After giving full effect to the Excepted Liens, each Loan Party specified as the owner of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, the net interests in production attributable to the Hydrocarbon Interests reflected in such Reserve Report (other than those attributable to Tax Advantaged Drilling Partnership Properties), and the ownership (whether in fee or by leasehold) of such Properties does shall not in any material respect obligate such Person Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered such Reserve Report that is not offset by a corresponding proportionate increase in its such Loan Party’s net revenue interest in such Property or other than as reflected in such Reserve Report; provided that to the revenues therefromextent a Loan Party is a general partner of a Tax Advantaged Drilling Partnership, it is liable for all of the costs and expenses attributable to such Tax Advantaged Drilling Partnership’s interest but is only entitled to its percentage interest in such Tax Advantaged Drilling Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date to which such Reserve Report relates. (b) Except Subject to Immaterial Title Deficiencies, a Loan Party or a Tax Advantaged Drilling Partnership had, as could of the date evaluated in the most recently delivered Reserve Report, good and defensible title as owner of a fee or leasehold interest to the Tax Advantaged Drilling Partnership Properties evaluated in such Reserve Report, free and clear of all Liens except Liens described in clause (E) of the definition of “Tax Advantaged Drilling Partnership”. After giving full effect to the Excepted Liens, a Loan Party or a Tax Advantaged Drilling Partnership owned, as of the date evaluated in such Reserve Report, the net interests in production attributable to the Hydrocarbon Interests relating to Tax Advantaged Drilling Partnership Properties reflected in such Reserve Report, and the ownership (in fee or in leasehold) of such Properties shall not reasonably be expected in any material respect obligate such owner to have bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in such Reserve Report that is not offset by a Material Adverse Effectcorresponding proportionate increase in such owner’s net revenue interest in such Property other than as reflected in such Reserve Report; provided that to the extent a Loan Party is a general partner of a Tax Advantaged Drilling Partnership, it is liable for all of the costs and expenses attributable to such Tax Advantaged Drilling Partnership’s interest but is only entitled to its percentage interest in such Tax Advantaged Drilling Partnership’s net revenues. (ic) all All material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of Parent, the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred leases, except as in each case could not reasonably be expected to result in the foregoing clauses (i) and (ii)a Material Adverse Effect. (cd) The rights and Properties presently owned, leased or licensed by the Parent, the Borrower and the other Credit PartiesRestricted Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Parent, the Borrower and the other Credit Parties Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted prior to the date hereof. (de) All of the Properties of the Parent, the Borrower and the other Credit Parties Restricted Subsidiaries which are reasonably necessary for the material operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (ef) The Each of the Parent, the Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Parent, Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each of the Parent, the Borrower and the Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (g) The interests issued or sold by the Tax Advantaged Drilling Partnerships or any Affiliate of the Borrower were issued or sold in compliance with all state and federal laws applicable to such issuance and sale except in each case where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No litigation has been commenced, and the Loan Parties are not aware of any litigation that is contemplated, with respect to the offering or sale of the interests in the Tax Advantaged Drilling Partnerships that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each of the Borrower and the other Credit Parties Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base to, or valid leasehold interests in, the material Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Properties that have been disposed of since the date such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and good title to all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted to attach to such Properties by Section 9.03. After giving full effect to the Excepted Liens. The , the Borrower or the other Credit Parties Restricted Subsidiary specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected in the most recently delivered Reserve ReportReport (except for those Properties that have been disposed of since the date such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms), and the ownership of such Properties does shall not in any material respect obligate the Borrower or such Person Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in its the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property or the revenues therefromProperty. (b) Except as for such matters that could not reasonably be expected to have a Material Adverse Effect, (i) all material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Restricted Subsidiaries are valid and subsisting and subsisting, in full force and 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 leases referred to in the foregoing clauses (i) and (ii)leases. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) All of the Properties of the Borrower and the other Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) The Borrower and each other Credit Party Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)business, and the use thereof by the Borrower and such other Credit Party Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other 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 agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.