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 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 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. (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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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: (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 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 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: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 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 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 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 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 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 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 to, or valid leasehold interests in, the Oil and Gas Properties evaluated in the most recently delivered Reserve Report Report(s) (except for those Properties that have been disposed of since the date of such Reserve Report(s) in accordance with this Agreement or leases which have expired in accordance with their terms) 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 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(s) (except for those Properties that have been disposed of since the date of such Reserve Report(s) in accordance with this Agreement or leases which have expired in accordance with their terms), and the ownership of such Oil and Gas Properties does shall not in the aggregate in any material respect obligate the Borrower or such Person Loan Property to bear the costs and expenses relating to the maintenance, development and operations of each any such Oil and Gas Property in an amount in excess of the working interest of each such Oil and Gas Property set forth in the most recently delivered Reserve Report Report(s) that is not offset by a corresponding proportionate increase in its the Borrower’s or 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 material All leases and agreements necessary for the to 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 by the Borrower or any Subsidiary, or to the knowledge of the Borrower, no default by any other party thereto 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 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 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 businesses in all material respects in the same manner as their business has respective businesses have 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 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, 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 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. (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 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 of the Borrower and the other Credit Parties Loan Party has good and defensible title (1) before the date of delivery of the first Reserve Report delivered after the Effective Date, to substantially all the Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of its Borrowing Base Properties delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recently delivered recent Reserve Report delivered pursuant to Section 2.08 (other than those Disposed of in accordance with the terms of this Agreement), and good and indefeasible title to to, or valid leasehold interests in, all of its material personal Properties, in each case, free and clear of all Liens except Permitted Liensother than (i) in the case of Properties other than Oil and Gas Properties, Liens permitted by Section 6.02 and (ii) in the case of Oil and Gas Properties, Liens permitted by the terms of Section 6.02 to exist on Oil and Gas Properties. The Borrower or Loan Parties own (1) before the other Credit Parties specified as date of delivery of the owner owns in all material respects first Reserve Report delivered after the Effective Date, at least the net interests in production attributable to their Oil the Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and Gas Properties (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests as reflected in the most recently recent Reserve Report delivered Reserve Reportpursuant to Section 2.08, 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 such Reserve Report that is not offset by a corresponding proportionate increase in its the Loan Parties’ net revenue interest in such Property 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 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 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 default, or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default 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 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 any Loan Party to conduct their business in all material respects in the same manner as their business has been conducted prior to the date hereofits business. (d) All of the Properties of the Borrower Loan Parties (other than the Oil and the other Credit Parties Gas Properties, which are addressed in Section 3.18) 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 property necessary to its business (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data)as currently conducted, and the use thereof by such Loan Party, as the Borrower and such other Credit Party case may be, does not infringe in any material respects upon the rights of any other Person, except for Person and each Loan Party’s rights thereto are not subject to any such infringements that, individually licensing agreement or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectsimilar arrangement.

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 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 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 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 Except as set forth 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 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, other than reductions in such interests resulting from any actions permitted under Section 9.12 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 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, (ii) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreements or the revenues therefrom(iii) resulting from interests acquired pursuant to compulsory pooling statutes. (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, in each case, except as could not be reasonably 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 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, ordinary wear and tear excepted, except as could not reasonably be expected to have 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 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 7.16, 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 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 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 After giving full effect to the Excepted Liens and any Liens created pursuant to the Senior Revolving Credit Documents, the Borrower or the other Credit Parties 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 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 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 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 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 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 9.10 since delivery of such Reserve Report, leases that have expired in accordance with their terms and those title defects disclosed in writing to the Administrative Agent), and good title to to, or a valid contractual interest in, 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. 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 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 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 not 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, ordinary wear and tear excepted, 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 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 to all of the foregoing 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 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 the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Oil and good 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 valid 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 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 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 hereofInitial Funding Date. (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 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. (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 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 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 material leases and agreements necessary for the conduct of the business of the Borrower and the other Credit Parties Restricted Subsidiaries and (ii) all oil and gas leases of the Borrower and the other Credit Parties Restricted Subsidiaries 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 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), 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 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 Report, 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 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 specified as the owner owns Subsidiaries own 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 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 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, 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 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), 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 of the Borrower and the other Credit Parties Party 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 (i) disposed of in compliance with Section 9.12, (ii) leases that have expired in accordance with their terms and (iii) title defects disclosed in writing to the Administrative Agent or otherwise included in the title information delivered 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 revenue 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, 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 except to the giving of notice or the passage of time or both would give rise to a default under extent any such lease or leases referred failure to in the foregoing clauses (i) be valid and (ii)subsisting would not 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, 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 respective businesses in all material respects in the same manner as their business has been conducted prior on the Effective Date (after giving effect to the date hereofTransactions), except to the extent any failure to have any such right or properties would not reasonably be expected to have a Material Adverse Effect. (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, except to the extent any failure to satisfy the foregoing would be reasonably expected to have a Material Adverse Effect. (e) The Borrower and each other Credit Party ownsof the Restricted Subsidiaries have obtained all intellectual property, or free from burdensome restrictions, that is licensed necessary for the operation of their respective businesses as conducted on the Effective Date (after giving effect to use, all trademarks, tradenames, copyrights, patents the Transactions) and other intellectual Property material as proposed 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 Personbe conducted, except for where the failure to obtain any such infringements that, individually or in the aggregate, could rights would 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 Parent Guarantor, 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 Parent Guarantor, 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 Parent Guarantor, 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 Parent Guarantor’s, 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 Parent Guarantor, 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 Parent Guarantor, 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 Guarantor, 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 Parent Guarantor, 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 Parent Guarantor, 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 Parent Guarantor, 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 Parent Guarantor, 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 After the Acquisition, each of the Borrower and the other Credit Parties has Subsidiaries will have good and defensible title to substantially all of its Borrowing Base the Acquisition 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 Acquisition and 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 ReportAcquisition Documents, 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 Acquisition Documents 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 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 case, free and clear of all Liens except Permitted LiensLiens permitted by Section 9.03. The After giving full effect to the Excepted Liens and permitted Dispositions, 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 the Borrower or 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 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 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 are in good working condition and are maintained in accordance with prudent business industry standards, ordinary wear and tear excepted. (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 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 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. 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 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 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 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 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 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 Party Restricted 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 Restricted Subsidiary does not infringe upon the rights of any other Person 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 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. (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 Schedule 7.17 and the ownership of such Oil and Gas Properties does shall not in any material respect obligate such Person the Borrower and its 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 Oil and Gas Property set forth in Schedule 7.17. 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 or its Subsidiaries 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 delivered in connection with 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, 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 Effect.business of the exploration and production of Hydrocarbons. 33

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 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, other than reductions in such interests resulting from any actions permitted under Section 9.12 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 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, (ii) resulting from the acquisition of the interest of any non- participating parties pursuant to customary provisions of joint operating agreements or the revenues therefrom(iii) resulting from interests acquired pursuant to compulsory pooling statutes. (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, in each case, except as could not be reasonably 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 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, ordinary wear and tear excepted, except as could not reasonably be expected to have 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 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 Other than as a result of the Chapter 11 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 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 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 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 Subject to Immaterial Title Deficiencies, each of the Parent, 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 Guarantors 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, Liens securing the Indebtedness and Liens permitted under Section 9.03(g) hereof. Each of the Parent, the Borrower and the other Guarantors have 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 of the Parent, the Borrower and the other Guarantors 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 the Parent, the Borrower and the other Guarantors 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 the Parent’s, the Borrower’s and the other Guarantors’ net revenue interest in such Property other than as reflected in such Reserve Report; provided that to the extent the Parent, the Borrower or any other Guarantor is a general partner of a Designated Partnership, it is liable for all of the revenues therefromcosts 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, the Parent, the Borrower, any other Guarantor 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, the Parent, the Borrower, any other Guarantor 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 the Parent, the Borrower or any other Guarantor 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 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, 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. 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 Designated 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 Parent, the Borrower and the other Guarantors are not aware of any litigation that is contemplated, with respect to the offering or sale of the interests in the Designated 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 Except as described in Section 3.6 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 Exhibit D to the maintenanceContribution Agreement, 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, 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)agreement. (cb) The Except as described in Section 3.6 of Exhibit D to the Contribution Agreement, the rights and Properties presently properties owned, leased or licensed by the Borrower and the other Credit Parties, including all easements and rights of way, include all rights and Properties properties necessary to permit the Borrower and the other Credit Parties to conduct their its business in all material respects in the same manner contemplated by the Transaction Documents. (c) Except as their business has been conducted prior described in Section 3.6 of Exhibit D to the date hereofContribution Agreement, the Borrower is, and at the time it acquired the Properties was, qualified under Applicable Law (including with BOEM) to own the pipeline assets and related rights-of-way that are part of the Properties. The Borrower or its ultimate parent, ATP, currently has, and at all times during the period from and after its acquisition of the Properties has, maintained bonds sufficient to satisfy the requirements of Applicable Law (including the requirements of BOEM) with respect to the pipeline assets and related rights-of-way that are part of the Properties. (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, owns or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property property material to its business (including business, and the use thereof by the Borrower will not infringe upon the rights of any other Person. The Borrower 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 in 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 Borrower. (e) The Borrower has good and marketable title to the Properties, free and clear of all Liens, other than Excepted Liens. As used in this Agreement, “good and marketable title” means title that is reasonably free from risk of litigation over possible defects, such that a court of law or equity would require a buyer to accept. (f) The ATP Titan has been constructed substantially in accordance with the Specifications. (g) The book value of the Properties on the balance sheet of the Borrower as of June 30, 2010 is $1,057,000,000 subject to year end audits and the use thereof by tax basis of the Borrower and such other Credit Party does not infringe upon the rights Properties, net of any other Persondepreciation, except for any such infringements thatis approximately $1,057,000,000 subject to year end audits as of June 30, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect2010.

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 to, or a valid contractual interest in, 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, leases that have expired in accordance with their terms and those title defects disclosed in writing to the Administrative Agent in writing), and good title to to, or a valid contractual interest in, 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. 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 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 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 not 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, ordinary wear and tear excepted, 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 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 to all of the foregoing 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 has good and defensible title to substantially all of its the Borrowing Base Properties evaluated in (except for those Oil and Gas Properties that have been Disposed of since the date of the most recently delivered 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 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 in the most recently delivered Reserve Report owns in all material respects the net interests in production attributable to their the Hydrocarbon Interests as reflected therein, other than reductions in such interests resulting from any actions permitted under Section 9.12 or from the election of the Borrower to not participate in any operation in respect of an Oil and Gas Properties as reflected in the most recently delivered Reserve ReportProperty, 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 such 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 Property, other than excesses (A) relating to customary provisions of operating agreements requiring parties thereto to pay to the operator the share of costs of a defaulting party, (B) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreements or the revenues therefrom(C) resulting from interests acquired pursuant to compulsory pooling statutes. (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, in each case, except as could not be reasonably 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 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, ordinary wear and tear excepted, except as could not reasonably be expected to have 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 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. (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: (a) Each a. Except as set forth 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, other than reductions in such interests resulting from any actions permitted under Section 9.11 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 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, other than excesses relating to customary provisions of operating agreements requiring parties thereto to pay to the operator the share of costs of a defaulting party, resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreements or the revenues therefromresulting from interests acquired pursuant to compulsory pooling statutes. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all b. 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 and, other than as a result of the commencement of the Chapter 11 Cases, 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 have a Material Adverse Effect or the foregoing clauses (i) and (ii)enforcement of which has not been stayed. (c) 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) 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) 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 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. (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. (a) After giving full effect to the Confirmation Order and the Plan of Reorganization: (a) Each Excepted Liens, 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 to the Confirmation Order and the Plan of Reorganization: (a) Each Except as disclosed in Schedule 3.5 and except for the Oil and Gas Properties Disposed of as permitted by this Agreement, 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 Liens permitted by Section 6.3. Except as disclosed in Schedule 3.5 and except for the Oil and Gas Properties Disposed of as permitted by this Agreement, after giving full effect to the Permitted Liens. The Encumbrances, 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 hereof. (d) All of the Properties of the Borrower and the Restricted Subsidiaries (other Credit Parties than the Oil and Gas Properties, which are addressed in Section 3.23) 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 Restricted Subsidiaries has good and defensible title to substantially all of its Borrowing Base Properties Proved Reserves 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 a Material Adverse Effect (other than a Material Adverse Effect under clause (a) or (b)(ii) of the foregoing clauses (i) and (iidefinition thereof on account of past due trade payables). (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 hereofAmendment Effective 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 Restricted Subsidiaries and the Alpha Shale Group 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 or the Alpha Shale Group, as applicable, 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 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 ReorganizationExcept as could not have a Material Adverse Effect: (a) Each of After giving full effect to the Liens permitted by Section 9.03, the Borrower and the other Credit Parties has good and defensible title to substantially all of or 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 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 the Borrowing Base Properties does shall not in any material respect obligate the Borrower or any 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 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 which, 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 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, its Restricted Subsidiaries including 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 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 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 standardsstandards and in compliance with Section 8.05. (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 business, and the use thereof by the Borrower or any Restricted Subsidiary does not infringe upon the rights of any other Person. 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 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 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 As of the date of the Acquisition, 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 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 After giving full effect to the Excepted Liens and any Liens created pursuant to the Senior Revolving Credit Agreement but before giving effect to the Assignment of Overriding Royalty Interest, 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 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 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 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 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 of the The Borrower and the other Credit Parties or a Subsidiary 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 any that have been sold or otherwise disposed of in accordance with Section 9.12 since the date of such Reserve Report) and each of the Borrower and each Subsidiary have good title to all of its personal Properties that are necessary to permit the Borrower and the 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, and 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 (except any that have been sold or otherwise disposed of in accordance with Section 9.12 since the date of such 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 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 Subsidiary’s net revenue interest in such Property Property; provided that the Borrower or any Subsidiary shall have the revenues therefromright 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. (b) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all All material leases and agreements evaluated in the most recently delivered Reserve Report or that are 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 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 PartiesSubsidiaries including, including without limitation, all easements and rights of way, include all material 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 (normal wear and tear excepted) 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 Party has good and defensible title Marketable 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 PropertiesProperties (or a valid leasehold interest with respect to all leasehold interests in other real or personal property), in each case, free and clear of all Liens except other than Permitted Liens. The Borrower or After giving full effect to the other Permitted Liens, the Credit Parties specified Parties, taken as the owner owns in all material respects the a whole, own a working interest and net interests revenue interest in production attributable to their Oil and Gas Properties the Hydrocarbon Interests as reflected on Schedule 4.13 which, in the event a Reserve Report has been delivered pursuant to this Agreement, is consistent with 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 its working interest of in each Property set forth in the most recently delivered Reserve Report on Schedule 4.13 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 Each Credit Party’s Oil and Gas leases and other material leases and agreements necessary for the conduct of the business of the Borrower and the other such Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, Party 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 for such defaults, events, or circumstances which individually or in the foregoing clauses (i) and (ii)aggregate, would not reasonably be expected to have a Material Adverse Effect. (c) The For each Credit Party’s Oil and Gas Properties where such Credit Party, or an Affiliate, is the operator, the rights and such Properties presently owned, leased or licensed by the Borrower and the other such Credit PartiesParty including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other such Credit Parties Party, or such Affiliate, to conduct their its business in for such Properties. To Borrower’s Knowledge, for each Credit Party’s Oil and Gas Properties where another party is the operator, the rights and such Properties presently owned, leased or licensed by such Credit Party, or such operator, including, without limitation, all material respects in the same manner as their easements and rights of way, include all rights and Properties necessary to permit such Credit Party, or such operator, to conduct its business has been conducted prior to the date hereoffor such Properties. (d) All of the Except as set forth on Schedule 4.13, there are no preferential rights to purchase or consents to assign affecting any Credit Party’s Oil and Gas 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 that would be triggered by any Credit Party owns, granting any Lien in any Collateral Document 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 making 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 EffectORI Conveyance.

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 Borrowers and the other Credit Parties has their Subsidiaries have 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 , a Borrower or the other Credit Parties its 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 Borrower or such 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 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 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, 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 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 Partiestheir Subsidiaries 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 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 material Properties of the Borrower Borrowers 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 Each 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 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 Borrowers 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 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 industry standards, ordinary wear and tear excepted. (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 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 Except as set forth on Schedule 7.16, each of Holdings, 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 , Holdings, 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 Holdings, 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 Holdings, 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 Holdings, 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 Holdings, 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 Holdings, 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 Holdings, 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 Holdings, 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. Holdings, 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 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 Except for matters which could 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 Material 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 Material 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 Material 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 Material 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, Material 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 Material Subsidiaries, taken as a whole. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties, Material Subsidiaries including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the other Credit Parties Material 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 Material 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 Material 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 Material 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 Material 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. Houston 3921802v.12

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) Each Except as disclosed in Schedule 4.16, 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 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 Closing Date, any such Oil and Gas Properties sold or transferred in compliance with Section 6.11) 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 6.03. After giving full effect to the Excepted Liens. The Borrower , a Loan Party or the other Credit Parties its 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 Loan Party or 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 Loan Party’s or 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, 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 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 Partiestheir Subsidiaries including, including without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower Loan Parties 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 hereofClosing Date. (d) All of the material 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 and are maintained in accordance with prudent business standards. (e) The Borrower Each Loan Party and each other Credit Party its 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 Loan Party or 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 Loan Party 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 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:94 (a) Each of The Parent Guarantor, 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 Parent Guarantor, 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 Parent Guarantor, 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 Parent Guarantor’s, 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 Parent Guarantor, 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 Parent Guarantor, 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 Guarantor, 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 Parent Guarantor, 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 Parent Guarantor, 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 Parent Guarantor, 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 Parent Guarantor, 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 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 (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 Liensother than (i) in the case of Properties other than Oil and Gas Properties, Liens permitted by Section 9.03 and (ii) in the case of Oil and Gas Properties, Liens permitted by the terms of Section 9.03 to exist on 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 ReportReport and Exhibit A to any mortgage or deed of trust (including those delivered on the Effective Date), and in each case as of the date delivered, and, except as described in such Reserve Report or such Exhibit A, in each case as of the date delivered, 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 such Reserve Report or such Exhibit A 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 in full force and effect, except to the extent any failure to be valid and subsisting and in full force and effect could not reasonably be expected to have a Material Adverse Effect, and there exists no default default, or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default 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 and the other Credit Parties, Restricted Subsidiaries including all easements and rights of way, include all rights and Properties reasonably 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 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 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. Index (e) The Each of the Borrower 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 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 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 and material to 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, 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) With regard to the Volumetric Production Payment (the “Production Payment”) and the Natural Gas Purchase Agreement (the “Purchase Agreement”) (both as further described in Exhibit A to the Mortgage and Security Agreement dated March 23, 2001 and recorded, inter alia, at Mortgage Book 104, Page 228 in the Office of the XxXxxxxx County Clerk): (i) the Production Payment and the Purchase Agreement have expired in accordance with their terms, (ii) neither O.G. Investment, L.L.C., nor Joint Investment and Development, L.L.C. any longer have any interest in the Production Payment and/or the Purchase Agreement; and (iii) all of the rights of any party to receive gas, or the payment therefor, pursuant to the Production Payment or the Purchase Agreement have terminated and have reverted to the Borrower or to an Affiliate of the Borrower which is giving security pursuant to this Agreement.