Common use of Properties; Titles, Etc Clause in Contracts

Properties; Titles, Etc. (a) Each of the Credit Parties has good and defensible title to their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 the Credit Parties’ net revenue interest in such Property. (b) All leases and agreements necessary for the conduct of the business of the Credit Parties are valid and subsisting, in full force and effect, and no Credit Party is in default beyond all applicable grace or cure periods under any such lease or agreement which default would reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the 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 Credit Parties 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) Each Credit Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, 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 their respective Oil and Gas 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 own specified as the owner owns in all material respects the net interests in production attributable to the Hydrocarbon Interests their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall does not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ its net revenue interest in such PropertyProperty or the revenues therefrom. (b) All 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 are and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, valid and subsisting, subsisting and in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would reasonably be expected leases referred to have a Material Adverse Effectin the foregoing clauses (i) and (ii). (c) The rights and Properties presently owned, leased or licensed by the Borrower and the other Credit Parties includingParties, without limitation, 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 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, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each The Borrower and each other Credit Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its businessbusiness (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 Parties Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would 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.

Properties; Titles, Etc. (a) Each of the Credit Loan Parties has good and defensible title to their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit 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 at least a corresponding proportionate increase in the Credit Loan Parties’ net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Loan Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereofEffective Date. (d) All of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, 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) Each Credit Party of the Loan Parties owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit 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) Each of the Credit Parties has good and defensible title to 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 its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 the Credit Parties’ net revenue interest in such Property. (b) All leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and its Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the 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 Oil and Gas Properties of the Credit Parties Borrower and its Restricted Subsidiaries and all other material Property of the Borrower and its Restricted Subsidiaries, in each case, which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, 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) Each Credit Party The Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and its Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of the Credit Loan Parties has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such other Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods 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 agreement agreements, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties each Loan Party including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the 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 in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, 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) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Borrower and such other Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit 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) Each of After giving full effect to the Credit Parties has good Excepted Liens and defensible title to their respective Oil except for the ORRI Conveyance, the Borrower owns the working interests and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as Oil and Gas Properties 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 shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase true and correct in all material respects as of the Credit Parties’ net revenue interest in such Propertydate thereof. No litigation or claims are currently pending, or the best knowledge of the Borrower, threatened which would question the Borrower's title to the Oil and Gas Properties. (b) 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 Credit Parties Initial Funding are valid and subsisting, in full force and effect, effect and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would reasonably be expected to have a Material Adverse Effectaffect in any material respect the conduct of the business of the Borrower. (c) The rights and Properties Property presently owned, leased or licensed by the Credit Parties Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include is all rights and Properties of the Property necessary to permit the Credit Parties Borrower and its Subsidiaries to conduct their business in all material respects in the same manner as their business has been conducted in contemplated by the twelve months prior to the date hereofTransaction Documents. (d) All of fixtures, improvements and personal property included in the Properties of the Credit Parties Borrower and its Affiliates which are reasonably necessary for the operation of their businesses its business are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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.

Properties; Titles, Etc. (a) Each of the Credit Parties Borrower and the Subsidiaries has good and defensible valid title to their respective Oil to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and Gas Properties evaluated personal Property except for defects that, individually or in the most recently delivered Reserve Report aggregate, (i) do not materially interfere with the ordinary conduct of its business and good title (ii) could not reasonably be expected to all its material personal Properties, in each case, have a Material Adverse Effect. All such Property is free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 Liens permitted by at least a corresponding proportionate increase in the Credit Parties’ net revenue interest in such PropertySection 9.03. (b) All leases leases, easements, rights of way and other agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereofhereof (subject to any changes to the business resulting from transactions permitted hereunder). (d) All of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear The Borrower and tear excepted, and are maintained in accordance with prudent business standards. (e) Each Credit Party each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would 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.

Properties; Titles, Etc. (a) Each of the Credit Parties Loan Party has good and defensible title to their respective 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 Credit Parties own in all material respects , the Loan Party specified as the owner owns the net interests in production attributable to 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 shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to 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 Credit Loan Parties including, without limitation, including all easements and rights of way, include all rights and Properties necessary to permit the Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been is conducted in the twelve months prior to on the date hereof. (d) All Except for Properties being repaired, all of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition in all material respects and are maintained in accordance with prudent business standards. (e) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its necessary for the conduct of the business, and the use thereof by the Credit Parties 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, would could not reasonably be expected to result in a Material Adverse Effect. The Credit 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) Each Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of the Credit Parties has good and defensible title to their respective Oil and Gas Properties 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 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 Credit Parties own , each Loan Party specified as the owner of Hydrocarbon Interests in all material respects 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 as reflected in the most recently delivered such Reserve ReportReport (other than those attributable to Designated Partnership Properties), and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ such Loan Party’s net revenue interest in such PropertyProperty 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. 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) Subject to Immaterial Title Deficiencies, a Loan Party or a Designated Partnership had, as 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 in any material respect obligate such owner 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 such Reserve Report that is not offset by a corresponding 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. (c) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would leases, except as in each case could not reasonably be expected to have result in a Material Adverse Effect. (cd) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (de) All of the Properties of the Credit Parties Borrower and the Restricted Subsidiaries which are reasonably necessary for the material operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (ef) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) Each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective its 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 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ its net revenue interest in such Property. (b) All leases and agreements necessary for the conduct of the business of the Credit Parties and the Restricted Subsidiaries are valid and subsisting, 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 Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement agreement, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties reasonably necessary to permit the Credit Parties and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their business has been conducted in the twelve months 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 Credit Parties and the Restricted Subsidiaries (other 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, normal wear and tear excepted, 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) Each of the Credit Party Parties and the Restricted Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties and the Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would 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. (a) Each of the Credit Parties Borrower and the Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and its Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, Borrower and its Subsidiaries including all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and its Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Oil and Gas Properties of the Credit Parties Borrower and its Subsidiaries for which the Borrower or a Subsidiary is the operator and all other 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, normal wear and tear excepted, 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) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each Subject to Immaterial Title Deficiencies, each of the Credit Parties Parent and the Restricted Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case, free and clear of all Liens except Permitted LiensLiens permitted by Section 9.03. The Credit Parties own in all material respects After giving full effect to the Excepted Liens (including Immaterial Title Deficiencies), the Parent or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall does not in any material respect obligate the Credit Parties Parent 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 at least a corresponding proportionate increase in the Credit Parties’ Parent’s or such Restricted Subsidiary’s net revenue interest in such PropertyProperty or in the revenues therefrom. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Parent and its Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Parent and its Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Parent and its Restricted Subsidiaries to conduct their business in all material respects in substantially the same manner as their its business has been conducted in the twelve months prior to the date hereof, unless the Borrower determines in good faith that the continued maintenance of such Property is no longer economically desirable, necessary or useful to the business of the Credit Parties or such Properties are Transferred in accordance Section 9.12. (d) All of the Properties of the Credit Parties Parent and its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards, ordinary wear and tear excepted. (e) Each Credit Party The Parent and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business (including, without limitation, all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information material to its business), and the use thereof by the Credit Parties Parent and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would 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.

Properties; Titles, Etc. Except as would not have a Material Adverse Effect and provided that no representation or warranty is made with respect to any Oil and Gas Property or interest to which no proved oil or gas reserves are properly attributed: (a) Each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the . The ownership of such Properties shall not in any material respect obligate the Credit Parties 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 materially 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 the Credit Parties’ 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 except as expressly set forth in such Reserve Report. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would reasonably be expected to have a Material Adverse Effectleases. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Restricted Subsidiaries, including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear The Borrower and tear excepted, and are maintained in accordance with prudent business standards. (e) Each Credit Party each Restricted Subsidiary owns, or is licensed to use, (i) all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, 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 Person and (ii) 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.

Properties; Titles, Etc. (a) Each of the Credit Parties Borrower and the Subsidiaries has good and defensible title to their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party of the Borrower and the Subsidiaries owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of the The Credit Parties has have good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 , the Credit Parties own in all material respects Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the such Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The material rights and Properties presently owned, leased or licensed by the Credit Parties Parties, including, without limitation, all material easements and rights of way, include all material rights and Properties reasonably necessary to permit for the conduct of the 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 hereofParties’ businesses. (d) All of the Properties of the 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, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the such Credit Parties Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would 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. (a) Each Except for Immaterial Title Deficiencies, each of the Credit Parties and their Subsidiaries has good and defensible title to their the Mortgaged Property and its 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 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 After giving full effect to the Excepted Liens, the Credit Parties or their Subsidiaries specified as the owners own in all material respects at least the net interests in production attributable to 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 shall not in any material respect obligate 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 the such Credit Parties’ or such Subsidiaries’ net revenue interest in such PropertyProperty or the revenues therefrom. (b) All leases Each of the material leases, licenses, subleases, Rights of Way, easements and agreements 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, 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 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 its Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in breach, default beyond all applicable grace or cure periods event or circumstance that, with the giving of notice or the passage of time or both, would give rise to a default under any such lease or agreement which or Rights of Way, except to the 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 Credit Parties includingBorrower for any of its Subsidiaries, without limitation, including all easements and rights Rights of wayWay, include all rights and Properties properties necessary to permit the Credit Parties Borrower and 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 in the twelve months 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 No eminent domain proceeding or taking is currently in process or, to the knowledge of the Properties Borrower and its Subsidiaries, is contemplated with respect to all or any Midstream Property (except to the extent that such proceeding would not reasonably be expected to have a Material Adverse Effect) or all or any material portion of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear Oil and tear excepted, and are maintained in accordance with prudent business standardsGas Properties. (eh) Each Credit Party and each of its Subsidiaries owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Intellectual Property material to its business, and the use thereof by the such Credit Parties Party and such 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, would 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 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. (a) Each of The Parent and the Credit Parties has Restricted Subsidiaries have good and defensible valid title to to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of their respective Oil material real and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case, Property free and clear of all Liens except Permitted Liens. The Credit Parties own Each Drop Down Entity Mortgagor has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 Mortgaged Properties owned by it free and clear of each Property set forth in the most recently delivered Reserve Report that is not offset by at least a corresponding proportionate increase in the all Liens except Excepted Liens and Permitted Holdco Credit Parties’ net revenue interest in such PropertyFacility Liens. (b) All leases The Gathering Systems are covered by valid and subsisting recorded fee deeds, leases, easements, rights of way, servitudes, permits, licenses and other instruments and agreements necessary for (collectively, “Rights of Way”) in favor of the Parent, any other applicable Restricted Subsidiary or any applicable Drop Down Entity Mortgagor (or their predecessors in interest), except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) does not interfere with the ordinary conduct of the business of the Credit Parties Parent, any Restricted Subsidiary or such Drop Down Entity Mortgagor, (ii) does not materially detract from the value or the use of the portion of the Gathering Systems which are valid not covered and subsisting, in full force and effect, and no Credit Party is in default beyond all applicable grace or cure periods under any such lease or agreement which default would (iii) could not reasonably be expected to have a Material Adverse Effect. (c) The Rights of Way establish a contiguous and continuous right of way for the Gathering Systems and grant the Parent, any applicable Restricted Subsidiary or any applicable Drop Down Entity Mortgagor (or their predecessors in interest) the right to construct, operate, and maintain the Gathering Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Parent, any applicable Restricted Subsidiary and any applicable Drop Down Entity Mortgagor have inspected, operated, repaired, and maintained the Gathering Systems prior to the Effective Date; provided, however, (i) some of the Rights of Way granted to the Parent, such applicable Restricted Subsidiary or such applicable Drop Down Entity Mortgagor (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to liens in favor of third parties that have not been subordinated to the Rights of Way, and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the limitations, defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (A) interfere with the ordinary conduct of business of the Parent, any Restricted Subsidiary or any Drop Down Entity Mortgagor, (B) materially detract from the value or the use of the portion of the Gathering Systems which are covered or (C) could reasonably be expected to have a Material Adverse Effect. (d) Each Processing Plant is or will be located on lands covered by fee deeds, real property leases, or other instruments (collectively “Deeds”) in favor of the Parent, any applicable Restricted Subsidiary or any applicable Drop Down Entity Mortgagor (or their predecessors in interest) and their respective successors and assigns. The Deeds grant the Parent or any applicable Restricted Subsidiary (or their predecessors in interest) the right to construct, operate, and maintain such Processing Plant on the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets. (e) All Rights of Way and all Deeds necessary for the conduct of the business of the Parent, the Restricted Subsidiaries and any applicable Drop Down Entity Mortgagor are valid and subsisting, in full force and effect, and there exists no breach, default or event or circumstance that, with the giving of notice or the passage of time or both, would give rise to a default under any such Rights of Way or Deeds that could reasonably be expected to have a Material Adverse Effect. All rental and other payments due under any Rights of Way or Deeds by the Parent, any Restricted Subsidiary or any Drop Down Entity Mortgagor (and their predecessors in interest) have been duly paid in accordance with the terms thereof, except to the extent that a failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (f) The rights and Properties presently owned, leased or licensed by the Credit Parties includingParent, without limitationany Restricted Subsidiary or any Drop Down Entity Mortgagor, including all easements Rights of Way and rights of wayDeeds, include all rights and Properties necessary to permit the Credit Parties Parent, the Restricted Subsidiaries and the Drop Down Entity Mortgagors to conduct their business businesses in all material respects in the same manner as their business has such businesses have been conducted in the twelve months prior to the date hereof. (dg) All of Neither the businesses nor the Properties of the Credit Parties which are Parent, the Restricted Subsidiaries or the Drop Down Entity Mortgagors is affected in any manner that could reasonably necessary for the operation be expected to have a Material Adverse Effect as a result of their businesses are in good working conditionany fire, normal wear and tear exceptedexplosion, and are maintained in accordance with prudent business standardsearthquake, 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. (eh) Each Credit Party ownsNo eminent domain proceeding or taking has been commenced or, to the knowledge of the Parent, the Borrower, the Restricted Subsidiaries, and the Drop Down Entity Mortgagors is contemplated with respect to all or any portion of the Midstream Properties, except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (i) No portion of the Midstream Properties has, since the date of this Agreement, suffered any material damage by fire or other casualty loss except that which has heretofore been repaired or replaced or is in the process of being repaired or replaced, except for any such loss in respect of which the Parent and the Restricted Subsidiaries are in compliance with their obligations to make the prepayments required on account of a casualty loss as and when required under Section 3.04(c)(v). (j) The Parent or the Restricted Subsidiaries own, or is are licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its their business, and the use thereof by the Credit Parties Parent or any Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would 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.

Properties; Titles, Etc. (a) Each Loan Party, directly or indirectly through is percentage ownership of the Credit Parties has Partnerships, good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , each Loan Party, directly or indirectly through is percentage ownership of the Partnerships, specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties Parent Guarantor 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 at least a corresponding proportionate increase in the Credit Parties’ Parent Guarantor’s or such Subsidiary’s net revenue interest in such 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 costs 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) All material leases and agreements necessary for the conduct of the business of the Credit Parties Parent Guarantor and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Parent Guarantor and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Parent Guarantor and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Parent Guarantor and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Parent Guarantor and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Parent Guarantor and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of the Credit Parties has good and defensible title to their respective Oil and Gas 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 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 Credit Parties own , each Loan Party specified as the owner 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 the Hydrocarbon Interests as reflected in the most recently delivered such Reserve Report, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ such Loan Party’s net revenue interest in such PropertyProperty other than as reflected in such Reserve Report. All information contained in the most 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) All material leases and agreements necessary for the conduct of the business of the Credit Parties Parent and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would leases, except as in each case could not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Parent and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Parent and the Restricted Subsidiaries 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 Credit Parties Parent and the Restricted Subsidiaries which are reasonably necessary for the material operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Parent and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Parent and each such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of The Parent Guarantor, the Credit Parties has Borrower and their Subsidiaries have good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Parent Guarantor, the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties Parent Guarantor, the 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 at least a corresponding proportionate increase in the Credit Parties’ Parent Guarantor’s, the Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Parent Guarantor, the Borrower and their Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Parent Guarantor, the Borrower and their Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Parent Guarantor, the Borrower and their Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Parent Guarantor, the Borrower and their Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party ownsThe Parent Guarantor, the Borrower and their Subsidiaries own, or is are licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Parent Guarantor, the Borrower and their Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. Except as a result of the filing of the Bankruptcy Cases: (a) Each of the Credit Parties Debtor has good and defensible title to their respective its 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 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 Credit Parties own in all material respects , the any Debtor specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ any Debtor’s net revenue interest in such Property. (b) All material leases and agreements necessary for the present conduct of the business of the Credit Parties Debtors are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Debtors including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Debtors to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the material Properties of the Credit Parties which Debtors that are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party Debtor owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties such Debtor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of the Credit Loan Parties has good and defensible title to their respective 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 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 Credit Parties own in all material respects , the Loan Party specified as the owner owns the net interests in production in all material respects attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods 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 agreement agreements, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Loan Parties including, without limitation, including all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, 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) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit 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) Each of the Credit Parties Borrower and the Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries in all material respects are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the personal Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses in all material respects are in good working condition, normal wear and tear excepted, 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) Each Credit Party The Borrower and each Subsidiary owns, or is licensed possesses the right to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each Except as disclosed in Schedule 7.16, each of the Credit Parties Borrowers and the Restricted Subsidiaries has good and defensible title to their respective 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 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 Credit Parties own in all material respects , each Co-Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrowers and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrowers and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrowers and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the material Properties of the Credit Parties Borrowers and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party Co-Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties such Co-Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to substantially all of their respective the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to 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 shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower's or such Restricted Subsidiary's net revenue interest in such PropertyProperty 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 acquisition of the interest of any non-participating parties pursuant to customary provisions of the joint operating agreements. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and its Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and its Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and its Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) Each of The Company and the Credit Parties has Subsidiary Guarantor have good and defensible title to their respective the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report prepared reserve report and good title to all its material their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.24 of the Indenture. On the date hereof all of the Proved Oil and Gas Properties of the Company and the Subsidiary Guarantor are Mortgaged Properties. After giving full effect to any Permitted Liens. The Credit Parties , the Company and the Subsidiary Guarantor own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Reportprepared reserve report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties Company or any Subsidiary Guarantor to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report prepared reserve report that is not offset by at least a corresponding proportionate increase in the Credit Parties’ Company’s or such Subsidiary Guarantor’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Company and the Subsidiary Guarantor are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Company and the Subsidiary Guarantor including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Company and the Subsidiary Guarantor to conduct their business businesses in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Company and the Subsidiary Guarantor which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party ownsThe Company and the Subsidiary Guarantor own, or is are licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its businesstheir businesses, and the use thereof by the Credit Parties Company or such Subsidiary Guarantor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties Company and the Subsidiary Guarantor either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their its businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Each Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of the Credit Parties has good and defensible title to their respective Oil and Gas Properties 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 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 Credit Parties own , each Loan Party specified as the owner of Hydrocarbon Interests in all material respects 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 as reflected in the most recently delivered such Reserve Report, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ such Loan Party’s net revenue interest in such PropertyProperty other than as reflected in such Reserve Report. 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) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would leases, except as in each case could not reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the material operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of the Credit Parties Party has good and defensible title to their respective the Hydrocarbon Interests in the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the such Credit Parties 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 at least a corresponding proportionate increase in the such Credit Parties’ Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the such Credit Parties Party does not and will not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would 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. (a) Each of The Loan Parties have Marketable Title to the Credit Parties has good and defensible title to their respective Oil and Gas Sand Properties evaluated in the most recently delivered Reserve Report and each of the Loan Parties has good title to all 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 Credit Parties own in all material respects , the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Sand Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such other Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods 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 agreement which default would reasonably be expected to have a Material Adverse Effectagreements. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties each Loan Party including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the 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 in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Borrower and such other Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit 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. (a) Each of the Credit Parties Group Member has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal PropertiesProperties other than Properties sold, transferred or otherwise disposed of (i) on or prior to the Closing Date or (ii) after the Closing Date, in compliance with Section 7.11 from time to time, in each case, free and clear of all Liens except Permitted LiensLiens permitted by Section 7.3. The Credit Parties own After giving full effect to the Excepted Liens and the dispositions referenced in all material respects the prior sentence, the Group Member specified as the owner owns the net interests in production attributable to 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 shall not in any material respect obligate the Credit Parties Group Member to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by at least a corresponding proportionate increase in the Credit Parties’ Group Member’s net revenue interest in such Property. (bi) All leases and agreements necessary for the conduct of the business of the Credit Parties Group Members are valid and subsisting, in full force and effect, and (ii) there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would leases, which, in the case of either (i) or (ii), could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, Group Members including all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Group Members to conduct their business in all material respects in the same manner as their its business has been is conducted in the twelve months prior to on the date hereofhereof except where the failure of the foregoing could not reasonably be expected to result in a Material Adverse Effect. (d) All Except for Properties being repaired, all of the Properties of the Credit Parties Group Members which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards, except where the failure of the foregoing could not reasonably be expected to result in a Material Adverse Effect. (e) Each Credit Party Group Member owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material necessary to operate its business, and the use thereof by the Credit Parties Group Member does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties Group Members either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Each of the Credit Parties Borrower and the Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower's or such Subsidiary's net revenue interest in such Property. The ownership by the Borrower or any Subsidiary of the Hydrocarbons 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) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each Subject to Excepted Liens, each of the Credit Parties Borrower and Guarantors have good and indefeasible title to all of its Oil and Gas Properties evaluated in the most recently delivered Reserve Report, free and clear of all Liens except 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. (b) The quantum and nature of the interest of the Borrower and Guarantors in and to their respective Hydrocarbon Interests as set forth in the 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 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 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 shall not in any material respect obligate any of such Persons to bear the costs and expenses relating to the maintenance, development, and operations of such Oil and Gas Properties in an amount in excess of the working interest of such Person in each such Hydrocarbon Interest set forth in the most recent Reserve Report. (c) 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 business of the Borrower and its Consolidated Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event of default or circumstance which with the giving of notice or lapse of time or both would give rise to a default under any such leases, instruments or agreements, in each case which would affect in any material respect the conduct of the business of the Borrower and its Subsidiaries. Neither Borrower, any of the Guarantors nor, to the knowledge of Borrower, any other party to any leases, instruments or agreements comprising its Oil and Gas Properties evaluated in the 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. (d) All of the Properties of the Borrower and its Consolidated Subsidiaries that are reasonably necessary for the operation of their business are in good repair, working order and condition in all material respects and have been maintained by Borrower and its Consolidated Subsidiaries as is customary in the oil and gas industry. Since the date of the most recent financial statements delivered pursuant to Section 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 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) 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 Guarantors’ 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 the escrow mechanics associated with the Torch Energy Royalty Trust determinations and other than any such proceeds the late payment or non-payment of which could not reasonably be expected to 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 the most recently delivered Reserve Report and good title is subject to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 the Credit Parties’ net revenue interest in such Property. (b) All leases and agreements necessary for the conduct of the business of the Credit Parties are valid and subsisting, in full force and effect, and no Credit Party is in default beyond all applicable grace or cure periods under any such lease or agreement which default would reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the 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 Credit Parties 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) Each Credit Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties does not infringe upon the rights of any other Person, except claim for any such infringements that, individually refund or in the aggregate, 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 samerefund obligation.

Properties; Titles, Etc. (a) Each of the Credit Parties Loan Party has good Good and defensible title Defensible Title to their respective its Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , each Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ such Loan Party’s net revenue interest in such Oil and Gas Property. (b) All To the best of the Borrower’s knowledge and belief, all material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to 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 Credit Loan Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof, except as could not reasonably be expected to have a Material Adverse Effect. (d) All of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses businesses, taken as a whole, are in good working condition, normal 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) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties such Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit 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) Each Subject to Excepted Liens, each of the Credit Parties Obligors have good and indefeasible title to all of its Oil and Gas Properties evaluated in the most recently delivered Reserve Report, free and clear of all Liens except 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 Flood Insurance Laws). The quantum and nature of the interest of the Obligors in and to their respective Hydrocarbon Interests as set forth in the 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 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 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 shall not in any material respect obligate any of such Persons to bear the costs and expenses relating to the maintenance, development, and operations of such Oil and Gas Properties in an amount in excess of the Working Interest of such Person in each such Hydrocarbon Interest set forth in the most recent Reserve 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 business of the Borrower and its Consolidated Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event of default or circumstance which with the giving of notice or lapse of time or both would give rise to a default under any such leases, instruments or 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 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. 715347206 14464587 All of the Properties of the Borrower and its Consolidated Subsidiaries that are reasonably necessary for the operation of their business are in good repair, working order and condition in all material respects and have been maintained by the Borrower and its Consolidated Subsidiaries as is customary in the 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 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. 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 proceeds the late payment or non-payment of which could not reasonably be expected to 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 the most recently delivered Reserve Report and good title is subject to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 the Credit Parties’ net revenue interest in such Property. (b) All leases and agreements necessary for the conduct of the business of the Credit Parties are valid and subsisting, in full force and effect, and no Credit Party is in default beyond all applicable grace or cure periods under any such lease or agreement which default would reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the 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 Credit Parties 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) Each Credit Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties does not infringe upon the rights of any other Person, except claim for any such infringements that, individually refund or in the aggregate, 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 samerefund obligation.

Properties; Titles, Etc. (a) Each Subject to Excepted Liens, each of the Credit Parties Borrower and Guarantors have good and indefeasible title to all of its Oil and Gas Properties evaluated in the most recently delivered Reserve Report, free and clear of all Liens except 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. (b) The quantum and nature of the interest of the Borrower and Guarantors in and to their respective Hydrocarbon Interests as set forth in the 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 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 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 shall not in any material respect obligate any of such Persons to bear the costs and expenses relating to the maintenance, development, and operations of such Oil and Gas Properties in an amount in excess of the working interest of such Person in each such Hydrocarbon Interest set forth in the most recent Reserve Report. (c) 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 business of the Borrower and its Consolidated Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event of default or circumstance which with the giving of notice or lapse of time or both would give rise to a default under any such leases, instruments or agreements, in each case which would affect in any material respect the conduct of the business of the Borrower and its Subsidiaries. Neither Borrower, any of the Guarantors nor, to the knowledge of Borrower, any other party to any leases, instruments or agreements comprising its Oil and Gas Properties evaluated in the 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. (d) All of the Properties of the Borrower and its Consolidated Subsidiaries that are reasonably necessary for the operation of their business are in good repair, working order and condition in all material respects and have been maintained by Borrower and its Consolidated Subsidiaries as is customary in 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 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 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) 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 Guarantors’ 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 the escrow mechanics associated with the Torch Energy Royalty Trust determinations and other than any such proceeds the late payment or non-payment of which could not reasonably be expected to 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 the most recently delivered Reserve Report and good title is subject to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 the Credit Parties’ net revenue interest in such Property. (b) All leases and agreements necessary for the conduct of the business of the Credit Parties are valid and subsisting, in full force and effect, and no Credit Party is in default beyond all applicable grace or cure periods under any such lease or agreement which default would reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the 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 Credit Parties 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) Each Credit Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties does not infringe upon the rights of any other Person, except claim for any such infringements that, individually refund or in the aggregate, 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 samerefund obligation.

Properties; Titles, Etc. (a) Each of the Credit Parties Except as set forth on Schedule 7.16, each Loan Party has good Good and defensible title Defensible Title to their respective its Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , each Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ such Loan Party’s net revenue interest in such Oil and Gas Property. (b) All To the best of the General Partner’s, the Parent’s and the Borrower’s knowledge and belief, all material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to 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 Credit Loan Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses businesses, taken as a whole, are in good working condition, normal ordinary wear and tear excepted, and are maintained in accordance with prudent business standards. (e) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties such Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit 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) Each Subject to Immaterial Title Deficiencies, each of the Credit Parties Obligors has good and defensible title to their respective Oil and Gas all of its real Sand Properties evaluated in the most recently delivered Reserve Report and good title to all of its material personal Sand Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 the Credit Parties’ net revenue interest in such Property. (b) All leases and agreements necessary for the conduct of the business of the Credit Parties Obligors are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods 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 agreement which default agreements that would reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the 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. (db) All of the Sand Mines are described on Schedule 9.1.16(b) attached hereto or have been disclosed in writing as “Sand Mines” to the Agent after the Closing Date, which shall be deemed to be a supplement to Schedule 9.1.16(b). The Obligors possess all of the real property interests necessary for the operation of the Sand Facilities currently operated by the Obligors, and all of the Sand Properties of the Credit Parties which Obligors that are reasonably necessary for the operation of their businesses such Sand Facilities are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (ec) Each Credit Party Obligor and its Restricted Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Intellectual Property material to its businessbusiness (including geological data, geophysical data, engineering data, seismic data, maps and interpretations), and the use thereof by the Credit Parties such Obligor and its Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Credit Parties either own . (d) Each Obligor and each of its Restricted Subsidiaries has good and defensible title in fee simple to, or have valid licenses leasehold interests in, or easements or other rights to use marketable property interests in, 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 Property necessary in the agreements governing ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Permitted Liens and except where the use of failure to have such title or other interest would not reasonably be expected to have, individually or in the sameaggregate, a Material Adverse Effect.

Properties; Titles, Etc. (a) Each of the Credit Parties Borrower and the Subsidiaries has (i) in all material respects, good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report Report; and (ii) good title to all 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each Except as disclosed in Schedule 7.16, each of the Credit Parties Borrower and the Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each Except as disclosed in Schedule 7.16, each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective 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 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the material Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. Except as set forth in Schedule 7.16, (a) Each of the Credit Parties Borrower and the Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of the Credit Parties Borrower and the Subsidiaries has good and defensible title to their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties Borrower or the Subsidiaries own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s and the Subsidiaries net revenue interest in such Property. (b) All leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries 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 Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of After giving full effect to the Credit Parties Excepted Liens, from and after the Effective Date, the Borrower or its Subsidiary has good and defensible title to their respective the working interests and net interests in the Oil and Gas Properties evaluated reflected in the most recently delivered Initial Reserve Report and good title set forth in Exhibit A to all each Mortgage, a complete list of which leases is set forth on Schedule 8.17(a). After giving full effect to the Excepted Liens, the Borrower or its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects Subsidiary owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such 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 best knowledge of the Borrower, threatened which would question the Borrower or its Subsidiary’s title to the Oil and Gas Properties. (b) 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 Credit Parties Loans are valid and subsisting, in full force and effect, effect and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would reasonably be expected to have a Material Adverse Effectaffect in any material respect the conduct of the business of the Borrower Group. (c) The rights and Properties Property presently owned, leased or licensed by the Credit Parties Borrower or its Subsidiary including, without limitation, all easements and rights of way, include is all rights and Properties of the Property necessary to permit the Credit Parties Borrower or its Subsidiary to conduct their its business in all material respects in the same manner as their business has been conducted would a reasonably prudent operator and the Borrower or its Subsidiary will not be required to acquire any material assets to continue the current operations of the Properties other than the replacement of equipment in the twelve months prior to the date hereofordinary course of business. (d) All of fixtures, improvements and personal property included in the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses its business are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party member of the Borrower Group owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties members of the Borrower Group does not infringe upon the rights of any other Person, except for any such infringements that, individually . Each member of the Borrower Group either owns or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Credit Parties either own or have 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 or usable in their businesses as presently conductedthe 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 there are no ongoing rental or other payments required under such leases except for the royalties reflected in the net revenue interests set forth in Exhibit A to each Mortgage. Except as would not reasonably be expected to 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. (a) Each of Except for Immaterial Title Deficiencies, the Credit Parties has Parent, the Borrower and the Restricted Subsidiaries have good and defensible title to the Rights of Way (as defined below), the Deeds (as defined below), and/or other property interests in all of their respective Oil material real and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case, Property. All such Property is free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 Liens permitted by at least a corresponding proportionate increase in the Credit Parties’ net revenue interest in such PropertySection 9.03. (b) All leases The Gathering Systems are covered by valid and subsisting recorded fee deeds, leases, easements, rights of way, servitudes, permits, licenses and other similar instruments and agreements necessary for (collectively, “Rights of Way”) in favor of the Parent, the Borrower or any other applicable Restricted Subsidiary (or their predecessors in interest), except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) does not interfere with the ordinary conduct of the business of the Credit Parties Parent, the Borrower, or any Restricted Subsidiary, (ii) does not materially detract from the value or the use of the portion of the Gathering Systems that are valid not covered and subsisting, in full force and effect, and no Credit Party is in default beyond all applicable grace or cure periods under any such lease or agreement which default would (iii) could not reasonably be expected to have a Material Adverse Effect. (c) The Rights of Way establish continuous land rights for the Gathering Systems and grant the Parent, the Borrower or any applicable Restricted Subsidiary (or their predecessors in interest) the right to construct, operate and maintain the Gathering Systems in, over, under, or across the land covered thereby in the same way that a reasonably prudent owner and operator would construct, operate and maintain similar assets and, if applicable, in the same way as the Parent, the Borrower and any applicable Restricted Subsidiary have constructed, operated and maintained the Gathering Systems prior to the Effective Date; provided, however, (i) some of the Rights of Way granted to the Parent, the Borrower or such applicable Restricted Subsidiary (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to liens in favor of third parties that have not been subordinated to the Rights of Way, and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the limitations, defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (A) materially interfere with the ordinary conduct of business of the Parent, the Borrower, or any Restricted Subsidiary, (B) materially detract from the value or the use of the portion of the Gathering Systems that are covered or (C) could reasonably be expected to have a Material Adverse Effect. (d) Each Processing Plant is or will be located on lands covered by fee deeds, real property leases, surface use agreements, or other instruments (collectively, “Deeds”) in favor of the Parent, the Borrower, or any applicable Restricted Subsidiary (or their predecessors in interest) and their respective successors and assigns. The Deeds grant the Parent, the Borrower, or any applicable Restricted Subsidiary (or their predecessors in interest) the right to construct, operate, and maintain such Processing Plant on the land covered thereby in the same way that a reasonably prudent owner and operator would construct, operate and maintain similar assets. (e) All Rights of Way and all Deeds necessary for the conduct of the business of the Parent, the Borrower, and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no breach, default or event or circumstance that, with the giving of notice or the passage of time or both, would constitute a default under any such Rights of Way or Deeds that could reasonably be expected to have a Material Adverse Effect. (f) The rights and Properties presently owned, leased or licensed by the Credit Parties includingParent, without limitationthe Borrower, or any Restricted Subsidiary, including all easements Rights of Way and rights of wayDeeds, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business businesses in all material respects in the same manner as their business has such businesses have been conducted in the twelve months prior to the date hereof. (dg) All of Neither the businesses nor the Properties of the Credit Parties which are Parent, the Borrower, or the Restricted Subsidiaries is affected in any manner that could reasonably necessary for the operation be expected to have a Material Adverse Effect as a result of their businesses are in good working conditionany fire, normal wear and tear exceptedexplosion, and are maintained in accordance with prudent business standardsearthquake, 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. (eh) Each Credit Party ownsNo eminent domain proceeding or taking has been commenced or, to the knowledge of the Parent, the Borrower, and/or the Restricted Subsidiaries, is contemplated with respect to all or any portion of the Midstream Properties, except for any such proceedings or takings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (i) No portion of the Midstream Properties has, as of the date of this Agreement, suffered any material damage by fire or other casualty loss except that which has heretofore been repaired or replaced or is in the process of being repaired or replaced, except for any such loss in respect of which the Parent, the Borrower, and the Restricted Subsidiaries are in compliance with their obligations to make the prepayments required on account of a casualty loss as and when required under Section 3.04(c). (j) The Parent, the Borrower, or is the Restricted Subsidiaries, as applicable, own, or are licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its their business, and the use thereof by the Credit Parties Parent, the Borrower, or any Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would 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.

Properties; Titles, Etc. (a) Each Except for Immaterial Title Deficiencies, each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their its respective Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects After giving full effect to the Excepted Liens (including Immaterial Title Deficiencies), the Borrower or the Restricted Subsidiary specified as the owner owns at least the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit PartiesBorrower’s or such Restricted Subsidiaries’ net revenue interest in such PropertyProperty or the revenues therefrom. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties includingBorrower and the Restricted Subsidiaries, without limitation, including all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries 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 Credit Parties Borrower and the Restricted 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) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) Each of The Borrower and the Credit Parties has Restricted Subsidiaries have good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party ownsThe Borrower and the Restricted Subsidiaries own, or is are licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and the Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) Each of the Credit Parties Borrower and the Subsidiaries has good and defensible title to their its 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 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. The ownership by the Borrower or any Subsidiary of the Hydrocarbons 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) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal condition (ordinary wear and tear excepted, ) and are maintained in accordance with prudent business standards. (e) Each Credit Party of the Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of the Credit Parties Relevant Party has good and defensible valid title to their respective Oil to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case, Property free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 the Credit Parties’ net revenue interest in such Property. (b) All leases From and after the construction and commercial operation of any Gathering Systems, such Gathering Systems are or will be covered by valid and subsisting recorded fee deeds, leases, easements, rights of way, servitudes, permits, licenses or other instruments and agreements (collectively, “Rights of Way”) in favor of the Borrower or any other applicable Relevant Party (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) does not interfere with the ordinary conduct of business of any Relevant Party, (ii) does not materially detract from the value or the use of the Gathering Systems or (iii) could not reasonably be expected to result in a Material Adverse Effect. (c) From and after the construction and commercial operation of any Gathering Systems, the Rights of Way establish or will establish a contiguous and continuous right of way for such Gathering Systems and grant or will grant the Borrower or any other applicable Relevant Party (or their predecessors in interest) the right to construct, operate, and maintain such Gathering Systems in, over, under, or across the land covered thereby in accordance with applicable law and customary industry practices; provided, however, (i) some of the Rights of Way granted to the Relevant Parties (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to Liens in favor of third parties that have not been subordinated to the Rights of Way; and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the limitations, defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (A) materially interfere with the ordinary conduct of business of the Borrower or any other Relevant Party, (B) materially detract from the value or the use of such Gathering Systems or (C) could reasonably be expected to result in a Material Adverse Effect. (d) Each Processing Plant is located on lands covered by fee deeds, real property leases, or other instruments (collectively “Deeds”) in favor of the Borrower or any other applicable Relevant Party (or their predecessors in interest) and their respective successors and assigns. The Deeds grant the Borrower or any other applicable Relevant Party (or their predecessors in interest) the right to construct, operate, and maintain each Processing Plant on the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets. (e) All Rights of Way and all Deeds necessary for the conduct of the business of the Credit Borrower and the other Relevant Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in breach, default beyond all applicable grace or cure periods event or circumstance that, with the giving of notice or the passage of time or both, would give rise to a default under any such lease Rights of Way or agreement which default would Deeds that could reasonably be expected to result in a Material Adverse Effect. All rental and other payments due under any Rights of Way or Deeds by any Relevant Party (and their predecessors in interest) have been duly paid in accordance with the terms thereof, except to the extent that a failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (cf) The rights and Properties presently owned, leased or licensed by the Credit Borrower and the other Relevant Parties including, without limitation, all easements Rights of Way and rights of wayDeeds, include all rights and Properties necessary to permit the Credit Borrower and the other Relevant Parties to conduct their business businesses in all material respects in the same manner as their business has such businesses have been conducted in the twelve months prior to the date hereofEffective Date. (dg) All of Except as could not reasonably be expected to result in a Material Adverse Effect, neither the businesses nor the Properties of any of the Credit Relevant Parties which are reasonably necessary for the operation is affected in any manner as a result of their businesses are in good working conditionany fire, normal wear and tear exceptedexplosion, and are maintained in accordance with prudent business standardsearthquake, 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. (eh) Each Credit No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Relevant Parties, is contemplated with respect to all or any portion of the Midstream Properties, except to the extent that an adverse determination in such proceeding (i) would not materially interfere with the ordinary conduct of business of any Relevant Party, (ii) would not materially detract from the value or the use of the Midstream Properties and (iii) could not reasonably be expected to result in a Material Adverse Effect. (i) The Borrower and each other Relevant Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Relevant Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would 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.

Properties; Titles, Etc. (a) Each Except as set forth in Schedule 7.16, each of the Credit Parties Borrower and the Restricted Subsidiaries (as applicable) has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. The Parent owns no direct interests in any Oil and Gas Properties. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) Each of the Credit Parties has The Borrower and its Subsidiaries have good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and its Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and its Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and its Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party ownsThe Borrower and its Subsidiaries own, or is are licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties Borrower and its Subsidiaries either own owns or have 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. (a) Each Subject to Immaterial Title Deficiencies, each of the Credit Parties Parent and the Restricted Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case, free and clear of all Liens except Permitted LiensLiens permitted by Section 9.03. The Credit Parties own in all material respects After giving full effect to the Excepted Liens (including Immaterial Title Deficiencies), the Parent or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall does not in any material respect obligate the Credit Parties Parent 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 at least a corresponding proportionate increase in the Credit Parties’ Parent’s or such Restricted Subsidiary’s net revenue interest in such PropertyProperty or in the revenues therefrom. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Parent and its Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Parent and its Restricted Subsidiaries 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 Credit Parties Parent and its Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Parent and its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Parent and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business (including, without limitation, all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information material to its business), and the use thereof by the Credit Parties Parent and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would 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.

Properties; Titles, Etc. Except for matters which would not reasonably be expected to have a Material Adverse Effect: (a) Each of the Credit Parties Loan Party has good and defensible title to their respective the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ such Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid 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 Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would reasonably be expected to have affect in any material respect the conduct of the business of the Loan Parties, taken as a Material Adverse Effectwhole. (c) The rights and Properties presently owned, leased or licensed by the Credit Loan Parties including, without limitation, including all easements and rights of way, include all rights and Properties necessary to permit the Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal ordinary wear and tear excepted, and are maintained in accordance with prudent business standards. (e) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties such Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Credit Loan Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as would not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Each of the Credit Parties Party has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Liens permitted by Section 9.03, each Credit Parties own in all material respects Party specified as the owner owns, or has exclusive rights in, the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the any Credit Parties 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 at least a corresponding proportionate increase in the such Credit Parties’ Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the such Credit Parties Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would 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. (a) Each of the Credit Parties Borrower and its Subsidiaries has good and defensible title to their respective 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties QRE MLP and its Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods 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 agreement agreements, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights QRE MLP and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights each of way, include all rights and Properties necessary to permit the 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 Credit Parties 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) Each Credit Party its Subsidiaries owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties QRE MLP or such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of the Parent Guarantor and the Credit Parties has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report (other than those disposed of in compliance with Section 9.11 since delivery of such Reserve Report and those title defects disclosed in writing to the Administrative Agent in writing), and good title to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liensother than Liens permitted by Section 9.03 which are permitted by the express terms of Section 9.03 to exist on such Oil and Gas Properties. The Credit Parties own in all material respects After giving full effect to the Liens permitted by Section 9.03, the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Parent Guarantor and the Credit Parties are valid and subsisting, in full force and effect, except to the extent any failure to satisfy the foregoing could reasonably be expected to have a Material Adverse Effect and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Parent Guarantor and the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Parent Guarantor and the Credit Parties to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof, except to the extent any failure to satisfy the foregoing could reasonably be expected to have a Material Adverse Effect. (d) All of the Properties of the Parent Guarantor and the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards, except to the extent any failure to satisfy the foregoing could reasonably be expected to have a Material Adverse Effect. (e) Each Credit Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties each such Person does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Parent Guarantor and the Credit Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in and material to their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Each Except as set forth in Schedule 7.16, each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to 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 shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ 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, (ii) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreements or (iii) resulting from interests acquired pursuant to compulsory pooling statutes. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would leases, in each case, except as could not be reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, Borrower and the Restricted Subsidiaries including all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, 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) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. Other than as a result of the Cases and subject to any necessary order or authorization of the Bankruptcy Court: (a) Each of the Credit Parties Loan Party has good and defensible title to their respective 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 Credit Parties own in all material respects , the Loan Party specified as the owner owns the net interests in production attributable to 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 shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to 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 Credit Loan Parties including, without limitation, including all easements and rights of way, include all rights and Properties necessary to permit the Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been is conducted in the twelve months prior to on the date hereof. (d) All Except for Properties being repaired, all of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition in all material respects and are maintained in accordance with prudent business standards. (e) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its necessary for the conduct of the business, and the use thereof by the Credit Parties 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, would could not reasonably be expected to result in a Material Adverse Effect. The Credit 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) Each Except as disclosed in Schedule 7.17, each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower's or such Restricted Subsidiary's net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would reasonably be expected to have affect in any material respect the conduct of the business of the Borrower and the Restricted Subsidiaries, taken as a Material Adverse Effectwhole. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Restricted Subsidiaries (or the General Partner for the benefit and use of the Borrower and the Restricted Subsidiaries) including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) Each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective its 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 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ its net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Obligors and the Restricted Subsidiaries are valid and subsisting, 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 Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement agreement, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Obligors and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties reasonably necessary to permit the Credit Parties Obligors and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their business has been conducted in the twelve months 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 Credit Parties Obligors and the Restricted Subsidiaries (other 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, normal wear and tear excepted, 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) Each Credit Party of the Obligors and the Restricted Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Obligors and 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, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) Each of the Credit Parties Party has good and defensible title to their respective the Hydrocarbon Interests in the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the such Credit Parties 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 at least a corresponding proportionate increase in the such Credit Parties’ Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both (c) would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (cd) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (de) All of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (ef) Each Credit Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the such Credit Parties Party does not and will not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would 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. Except as would not have a Material Adverse Effect and provided that no representation or warranty is made with respect to any Oil and Gas Property or interest to which no proved oil or gas reserves are properly attributed: (a) Each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective its Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the . The ownership of such Properties shall not in any material respect obligate the Credit Parties 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 materially 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 the Credit Parties’ 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 except as expressly set forth in such Reserve Report. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would reasonably be expected to have a Material Adverse Effectleases. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Restricted Subsidiaries, including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear The Borrower and tear excepted, and are maintained in accordance with prudent business standards. (e) Each Credit Party each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, 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 necessary to permit the Borrower and its Restricted Subsidiaries to conduct 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 or do not materially impair the Borrower or such Restricted Subsidiary’s use of same.

Properties; Titles, Etc. (a) Each of the Credit Parties The Borrower or a Subsidiary has good and defensible title to their respective the Acquisition Properties and 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 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to 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 shall not in any material respect obligate the Credit Parties Borrower or such 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property; provided that the Borrower or any 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. (b) 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 Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would reasonably be expected to have a Material Adverse Effectleases. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all material rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Subsidiaries 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) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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 Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) All leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof, except to the extent that the failure to include any such rights could not reasonably be expected to result in a Material Adverse Effect. (d) All of the Properties of the Credit Parties Borrower and the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, 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) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) Each of the Credit Parties Borrower and the Restricted Subsidiaries has (i) good and defensible title to their respective to, valid leasehold interests in, or valid easements or other property interests in all of its Oil and Gas Properties evaluated in the most recently delivered Reserve Report and other real Property and (ii) good and valid title to all of its material personal PropertiesProperty, in the case of each caseof (i) and (ii), free and clear of all Liens except Permitted Liens permitted by Section 9.03. (b) After giving full effect to the Excepted Liens. The Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner of the Borrowing Base Properties owns the net interests in Hydrocarbon production attributable to the Hydrocarbon Interests Borrowing Base Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Borrowing Base Properties shall not in any material respect obligate the Credit Parties 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 Borrowing Base Property set forth in the most recently delivered Reserve Report that is not offset by at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Borrowing Base Property. (bc) [Reserved]. (d) All leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (ce) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof, except where the failure to so own, lease or license such rights or Properties could not reasonably be expected to have a Material Adverse Effect. (df) All of the Properties of the Credit Parties Borrower and the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standardsstandards except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. (eg) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) Each As of the Credit Parties date of the Acquisition, each of the Borrower and its Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Parties own in all material respects Agreement but before giving effect to the Assignment of Overriding Royalty Interest, the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and its Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such 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, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of the Credit Parties Party has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects Party specified as the owner owns, or has exclusive rights in, the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 the Credit Parties’ net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the such Credit Parties Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would 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. (a) Each of the Credit Parties Borrower and the Subsidiaries has good and defensible title to their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business industry standards, ordinary wear and tear excepted. (e) Each Credit Party of the Borrower and the Subsidiaries owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each Except as disclosed in Schedule 7.17, each of the Credit Parties Borrower and the Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 55 the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower's or such Subsidiary's net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of Except as disclosed in Schedule 7.17, the Credit Loan Parties has have good and defensible title in all material respects to their respective 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 its material their 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 Credit Parties own in all material respects , each Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties any 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 at least a corresponding proportionate increase in the Credit Parties’ Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties each Loan Party are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties each Loan Party including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties each Loan Party to conduct their its business in all material respects in the same manner as their such business has been conducted in the twelve months prior to the date hereof. (d) All of the material Properties of the Credit Parties each Loan Party which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties each Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties Each Loan Party either own owns or have 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. (a) Each of the Credit Parties and the Restricted Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Permitted Liens. The , a Credit Parties own in all material respects Party or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the any Credit Parties Party 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 at least a corresponding proportionate increase in the such Credit Parties’ Party’s or such Restricted Subsidiary’s net revenue interest in such Property. The quantum and nature of the interest of the Credit Parties and the Subsidiaries in and to the Oil and Gas Properties as set forth in each Reserve Report includes or will include the entire interest of the Credit Parties and the Subsidiaries in such Oil and Gas Properties as of the date of such Reserve Report and are or will be complete and accurate in all material respects as of the date of such Reserve Report; and there are no “back-in” or “reversionary” interests held by third parties which could reduce the interest of such Credit Party and the Subsidiaries in such Oil and Gas Properties in any material respect, except as expressly set forth or given effect to in such Reserve Report. (b) All material licenses, leases and agreements necessary for the conduct of the business of the Credit Parties and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereofClosing Date. (d) All of the Properties of the Credit Parties and the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal condition (ordinary wear and tear excepted, ) and are maintained in accordance with prudent business standards. (e) Each Credit Party and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the such Credit Parties Party and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Each Credit Parties Party and its Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Each After giving effect to the Confirmation Order and the Plan of the Credit Parties Reorganization, each Loan Party has good and defensible title to their respective 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 Credit Parties own in all material respects , the Loan Party specified as the owner owns the net interests in production attributable to 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 shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Loan Party’s net revenue interest in such Property. (b) All After giving effect to the Confirmation Order and the Plan of Reorganization, all material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The After giving effect to the Confirmation Order and the Plan of Reorganization, except as could not reasonably be expected to have a Material Adverse Effect, the rights and Properties presently owned, leased or licensed by the Credit Loan Parties including, without limitation, including all easements and rights of way, include all rights and Properties necessary to permit the Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been is conducted in the twelve months prior to on the date hereof. (d) All After giving effect to the Confirmation Order and the Plan of Reorganization, except for Properties being repaired, all of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition in all material respects and are maintained in accordance with prudent business standards. (e) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its necessary for the conduct of the business, and the use thereof by the Credit Parties 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, would could not reasonably be expected to result in a Material Adverse Effect. The Credit 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) Each Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of the Credit Parties has good and defensible title to their respective Oil and Gas Properties 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 and the Permitted Revolving Debt, if any. Each Loan Party has good title to all 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 Credit Parties own , each Loan Party specified as the owner of Hydrocarbon Interests in all material respects 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 as reflected in the most recently delivered such Reserve Report, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ such Loan Party’s net revenue interest in such PropertyProperty other than as reflected in such Reserve Report. 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) [Reserved] (c) All material leases and agreements necessary for the conduct of the business of the Credit Parties Parent and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would leases, except as in each case could not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. (cd) The rights and Properties presently owned, leased or licensed by the Credit Parties Parent and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Parent and the Restricted Subsidiaries 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. (de) All of the Properties of the Credit Parties Parent and the Restricted Subsidiaries which are reasonably necessary for the material operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (ef) Each Credit Party The Parent and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Parent and each such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (ai) Each of the Credit Parties Mortgagor has good and defensible title to their respective its Oil and Gas Properties evaluated in the most recently delivered Reserve Report as set forth in the title opinions delivered at the request of Mortgagee in connection with the NPLP Deed of Trust and good title to all its material personal Properties, in each case, free and clear of all Liens except liens other than Permitted LiensSecurity Interests. The Credit Parties own in all material respects After giving full effect to the Permitted Security Interests, Xxxxxxxxx owns the net interests in production attributable to the Hydrocarbon Interests Oil and Gas Properties as reflected in the most recently delivered Reserve ReportReport (excluding, to the extent this representation and warranty is deemed to be made after the ownership Effective Date, any such Oil and Gas Properties sold or transferred in compliance with the NPLP Deed of Trust since the date of such Properties shall not in any material respect obligate 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 the Credit Parties’ net revenue interest in such PropertyReport). (bii) All leases The Oil and agreements necessary for the conduct Gas Leases forming a part of the business of the Credit Parties Realty Collateral are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods 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 agreement agreements, which default would could reasonably be expected to have a Material Adverse Effect. (ciii) The rights and Properties presently owned, leased or licensed by the Credit Parties includingMortgagor, without limitation, including all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Mortgagor to conduct their its business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (div) All of the Properties of the Credit Parties Mortgagor which are reasonably necessary for the operation of their businesses its business are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (ev) Each Credit Party Mortgagor owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Xxxxxxxxx does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties Mortgagor either own owns or have 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 its business as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Each of the Except as disclosed in Schedule 7.17, each Credit Parties Party has good and defensible title in all material respects to their respective 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 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 Credit Parties own in all material respects Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the such Credit Parties 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 at least a corresponding proportionate increase in the such Credit Parties’ Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the material Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the such Credit Parties Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same., which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT

Properties; Titles, Etc. (a) Each of the Credit Parties Group Member has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal PropertiesProperties other than Properties sold, transferred or otherwise disposed of (i) on or prior to the Closing Date or (1) after the Closing Date, in compliance with Section 7.11 from time to time, in each case, free and clear of all Liens except Permitted LiensLiens permitted by Section 7.3. The Credit Parties own After giving full effect to the Excepted Liens and the dispositions referenced in all material respects the prior sentence, the Group Member specified as the owner owns the net interests in production attributable to 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 shall not in any material respect obligate the Credit Parties Group Member to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by at least a corresponding proportionate increase in the Credit Parties’ Group Member’s net revenue interest in such Property. (bi) All leases and agreements necessary for the conduct of the business of the Credit Parties Group Members are valid and subsisting, in full force and effect, and (2) there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would leases, which, in the case of either (i) or (ii) could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, Group Members including all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Group Members to conduct their business in all material respects in the same manner as their its business has been is conducted in the twelve months prior to on the date hereofhereof except where the failure of the foregoing could not reasonably be expected to result in a Material Adverse Effect. (d) All Except for Properties being repaired, all of the Properties of the Credit Parties Group Members which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards, except where the failure of the foregoing could not reasonably be expected to result in a Material Adverse Effect. (e) Each Credit Party Group Member owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material necessary to operate its business, and the use thereof by the Credit Parties Group Member does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties Group Members either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Each Except (i) for the Oil and Gas Properties disposed of since the delivery of the Credit Parties most recently delivered Reserve Report or as set forth on Schedule 3.5(a), (ii) leases that have expired in accordance with their terms, and (iii) properties with title defects disclosed in writing to the Administrative Agent: (y) each Borrower and their respective Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 6.1 and (z) after giving full effect to the Permitted Liens. The Credit Parties own in all material respects Encumbrances, any Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and, except as otherwise provided by statute, law, regulation or the standard and customary provisions of any applicable joint operating agreement, the ownership of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ such Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases of Borrowers are set forth in Schedule 3.5(b) and agreements necessary for the conduct of the business of the Credit Parties each Borrower and its respective Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance that with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would leases, that could reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, each Borrower and its respective Subsidiaries including all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties such Borrower and its respective Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrowers and their respective Subsidiaries (other than the Oil and Gas Properties, which are addressed in Section 3.22) that are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party of the Borrowers and their respective Subsidiaries owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents patents, domain names and other intellectual Property material to its business, and the use thereof by the Credit Parties such Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties Each Borrower and its respective 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) Each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to the Borrowing Base Properties (other than, to the extent this representation and warranty is deemed to be made after the Effective Date, those Borrowing Base Properties (i) disposed of in compliance with Section 9.11 since the delivery of such Reserve Report, (ii) leases that have expired in accordance with their respective Oil terms and Gas Properties evaluated (iii) with title defects disclosed in writing to the most recently delivered Reserve Report Administrative Agent) and good title to all of its material personal Properties, in each case, (x) free and clear of all Liens except Permitted Liens permitted by Section 9.03 and (y) with the exception of Immaterial Title Deficiencies. After giving full effect to the Excepted Liens. The Credit Parties own in all material respects , and with the exception of Immaterial Title Deficiencies, the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) All Except as would not reasonably be expected to have a Material Adverse Effect, all oil and gas leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and its Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default leases. (c) Except as would not reasonably be expected to have a Material Adverse Effect. (c) The , the rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, Borrower and its Restricted Subsidiaries (including all easements and rights of way, ) include all rights and Properties necessary to permit the Credit Parties Borrower and its Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All Except as would not reasonably be expected to have a Material Adverse Effect, all of the Properties of the Credit Parties Borrower and its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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 would not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective the material Oil and Gas Properties evaluated in the most recently delivered Reserve Report (except for those Properties that have been disposed of since the date such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms) and good title to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liens permitted to attach to such Properties by Section 9.03. After giving full effect to the Excepted Liens. The Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve ReportReport (except for those Properties that have been disposed of since the date such Reserve Report in accordance with this Agreement or leases which have expired in accordance with their terms), and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) All Except for such matters that could not reasonably be expected to have a Material Adverse Effect, all leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would reasonably be expected to have a Material Adverse Effectleases. (c) The rights Borrower and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the 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 Credit Parties 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) Each Credit Party each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) Each of After giving full effect to the Credit Parties has good and defensible title to their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standardsstandards in all material respects. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of the Credit Parties Except as set forth on Schedule 7.16, each Loan Party has good Good and defensible title Defensible Title to their respective its Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , each Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ such Loan Party’s net revenue interest in such Oil and Gas Property. (b) All To the best of the Borrower’s knowledge and belief, all material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to 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 Credit Loan Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses businesses, taken as a whole, are in good working condition, normal 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) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties such Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit 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) Each of After giving full effect to the Credit Parties has good Excepted Liens and defensible title to their respective Oil except for the ORRI Conveyance, the Borrower owns the working interests and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as Oil and Gas Properties 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 shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase true and correct in all material respects as of the Credit Parties’ net revenue interest in such Propertydate thereof. No litigation or claims are currently pending, or the best knowledge of the Borrower, threatened which would question the Borrower's or its Subsidiaries title to the Oil and Gas Properties. (b) All leases and agreements necessary for referenced in the conduct of Initial Reserve Report delivered in connection with the business of the Credit Parties Initial Funding are valid and subsisting, in full force and effect, effect and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would reasonably be expected to have a Material Adverse Effectaffect in any material respect the conduct of the business of the Borrower. (c) The rights and Properties Property presently owned, leased or licensed by the Credit Parties Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include is all rights and Properties of the Property necessary to permit the Credit Parties Borrower and its Subsidiaries to conduct their business in all material respects in the same manner as their business has been conducted in contemplated by the twelve months prior to the date hereofTransaction Documents. (d) All of fixtures, improvements and personal property included in the Properties of the Credit Parties Borrower and its Affiliates which are reasonably necessary for the operation of their businesses its business are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. 33

Properties; Titles, Etc. (a) Each of Except as disclosed in Schedule 7.17, the Credit Loan Parties has have good and defensible title in all material respects to their respective 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 its material their 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 Credit Parties own in all material respects , each Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties any 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 at least a corresponding proportionate increase in the Credit Parties’ Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties each Loan Party are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties each Loan Party including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties each Loan Party to conduct their its business in all material respects in the same manner as their such business has been conducted in the twelve months prior to the date hereof. (d) All of the material Properties of the Credit Parties each Loan Party which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties each Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in Resolute Energy Corporation Second Amended & Restated Credit Agreement a Material Adverse Effect. The Credit Parties Each Loan Party either own owns or have 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. (a) Each Except as set forth on Schedule 7.16, each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective 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 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns at least the net interests in production attributable to 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 shall not in the aggregate in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and its Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods 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 agreement agreements, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries 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 material Properties of the Credit Parties Borrower and the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal condition (ordinary wear and tear excepted, and ) or are maintained in accordance with prudent business standards. (e) Each Credit Party the Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) The real property owned or leased by the Parent, the Borrower and their Subsidiaries is described on SCHEDULE 8.17. Each of the Credit Parties has Parent, the Borrower and the Subsidiaries have good and defensible marketable title to their respective Oil and Gas Properties evaluated or valid leasehold interest in the most recently delivered Reserve Report Coal Leases, the Real Property and good title all other material properties, assets and other rights which it purports to all own or lease or which are reflected as owned or leased on its material personal Properties, in each casebooks and records, free and clear of all Liens and encumbrances except Permitted Excepted Liens. The Credit Parties own in all material respects the net interests in production attributable , and subject to the Hydrocarbon Interests as reflected in terms and conditions of the most recently delivered Reserve Reportapplicable leases. No litigation or claims are currently pending, and or the ownership best knowledge of such Properties shall not in any material respect obligate the Credit Parties to bear Borrower, threatened which would question the costs and expenses relating Parent's, Borrower's or their respective Subsidiaries' title 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 the Credit Parties’ net revenue interest in such PropertyCoal Properties. (b) All leases and agreements necessary for delivered in connection with the conduct of the business of the Credit Parties Initial Funding are valid and subsisting, in full force and effect, effect and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would reasonably be expected to have a Material Adverse Effectaffect in any material respect the conduct of the business of the Borrower. (c) The rights and Properties Property presently owned, leased or licensed by the Credit Parties Parent, Borrower and their Subsidiaries including, without limitation, all mineral, surface and access rights, easements and rights of way, include is all rights and Properties of the Property necessary to permit the Credit Parties Parent, Borrower and its Subsidiaries to conduct their business in all material respects in the same manner as would a prudent operator and Parent, Borrower and their business has been conducted Subsidiaries will not be required to acquire any material assets to continue the current operations of Parent's, Borrower's and their Subsidiaries' Properties other than the replacement of equipment in the twelve months prior ordinary course of business, and no default has occurred or is existing with respect to any such rights that could reasonably be expected to cause the date hereofloss of such rights or to otherwise impact the ability of the Parent, Borrower or their Subsidiaries to conduct their business. (d) All of fixtures, improvements and personal property included in the Properties of the Credit Parties Borrower and its Affiliates which are reasonably necessary for the operation of their businesses its business are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Parent, Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Parent, Borrower and each such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Credit Parties Parent, 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 mining and production of Coal. (f) Except as could not reasonably be expected to have a Material Adverse Effect, and those consents to be obtained after the Effective Date pursuant to Section 9.20, the Parent, Borrower and their Subsidiaries (i) have the right to pledge and encumber such parties rights in and to the Collateral, and (ii) the Administrative Agent, any Lender, or any other party that gains ownership or possession of any Collateral by reason of such pledge or encumbrance shall be permitted to sell, transfer or assign such rights to a subsequent Person subject only to obtaining consents from Governmental Authorities typically required in the ordinary course of business.

Properties; Titles, Etc. (a) Each of the Credit Parties Loan Party has good and defensible title to their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to to, or valid leasehold interests in, all 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 Credit Parties own in all material respects , the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ such Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Loan Parties including, without limitation, including all easements and rights of way, include all rights and Properties necessary to permit the Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit 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) Each Subject to Excepted Liens, each of the Credit Parties Obligors have good and indefeasible title to all of its Oil and Gas Properties evaluated in the most recently delivered Reserve Report, free and clear of all Liens except 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 Flood Insurance Laws). (a) The quantum and nature of the interest of the Obligors in and to their respective Hydrocarbon Interests as set forth in the 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 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 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 shall not in any material respect obligate any of such Persons to bear the costs and expenses relating to the maintenance, development, and operations of such Oil and Gas Properties in an amount in excess of the Working Interest of such Person in each such Hydrocarbon Interest set forth in the most recent Reserve Report. (b) 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 business of the Borrower and its Consolidated Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event of default or circumstance which with the giving of notice or lapse of time or both would give rise to a default under any such leases, instruments or 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 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) All of the Properties of the Borrower and its Consolidated Subsidiaries that are reasonably necessary for the operation of their business are in good repair, working order and condition in all material respects and have been maintained by the Borrower and its Consolidated Subsidiaries as is customary in the 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 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. (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 proceeds the late payment or non-payment of which could not reasonably be expected to 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 the most recently delivered Reserve Report and good title is subject to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 the Credit Parties’ net revenue interest in such Property. (b) All leases and agreements necessary for the conduct of the business of the Credit Parties are valid and subsisting, in full force and effect, and no Credit Party is in default beyond all applicable grace or cure periods under any such lease or agreement which default would reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the 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 Credit Parties 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) Each Credit Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties does not infringe upon the rights of any other Person, except claim for any such infringements that, individually refund or in the aggregate, 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 samerefund obligation.

Properties; Titles, Etc. (a) Each of the Credit Parties Borrower and its Subsidiaries has good and defensible title (or has earned an assignment which, upon receipt and, if required by applicable Laws, approved by any relevant Governmental Authority, will result in good and defensible title) to their respective the working and net revenue interests in the Oil and Gas Properties evaluated in the most recently delivered Reserve Engineering Report and good title to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects After giving full effect to the Permitted Liens, Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests Oil and Gas Properties as reflected in the most recently delivered Reserve Engineering Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 Engineering Report that is not offset by at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. All such shares of production which Borrower or the relevant Subsidiary is entitled to receive, and shares of expenses which Borrower or the relevant Subsidiary is obligated to bear, are not subject to change, except as disclosed to Administrative Agent and reflected in such Engineering Report and except for changes attributable to future elections by Borrower or the relevant Subsidiary or other interest owners not to participate in operations proposed pursuant to customary forms of applicable joint operating agreements, and except for changes attributable to changes in participating areas under any federal units wherein participating areas may be formed, enlarged or contracted in accordance with the rules and regulations of the applicable Governmental Authority. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and its Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would reasonably be expected to have affect in any material respect the conduct of the business of Borrower and its Subsidiaries, taken as a Material Adverse Effectwhole. (c) The leases which constitute any part of the Oil and Gas Properties are in full force and effect as to those portions within such Oil and Gas Properties, are valid, subsisting leases as to those portions within such Oil and Gas Properties to which they pertain and all rentals, royalties, overriding royalties, net profits or other production burdens and other amounts due and payable in accordance with the terms of the leases as to those portions within such Oil and Gas Properties have been duly paid or provided for; the obligations to be performed under the leases as to those portions within such Oil and Gas Properties have been duly performed; and Borrower is not aware of any default by any third party under any of the leases with respect to such third party’s obligations. (d) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and its Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (de) All of the Properties of the Credit Parties Borrower and its Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (ef) Each Credit Party Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each Subject to Immaterial Title Deficiencies, each Loan Party specified as the owner had, as of the Credit Parties has good and defensible title to their respective Oil and Gas Properties 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. Each Loan Party has good title to all its material personal Properties, in each case, Properties owned by it free and clear of all Liens except Permitted Excepted Liens. The Credit Parties own After giving full effect to the Excepted Liens, each Loan Party specified as the owner of Hydrocarbon Interests in all material respects 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 as reflected in the most recently delivered such Reserve ReportReport (other than those attributable to Designated Partnership Properties), and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ such Loan Party’s net revenue interest in such PropertyProperty 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. 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) Subject to Immaterial Title Deficiencies, a Loan Party or a Designated Partnership had, as 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 in any material respect obligate such owner 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 such Reserve Report that is not offset by a corresponding 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. (c) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would leases, except as in each case could not reasonably be expected to have result in a Material Adverse Effect. (cd) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (de) All of the Properties of the Credit Parties Borrower and the Restricted Subsidiaries which are reasonably necessary for the material operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (ef) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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 Undesignated 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 Designated Partnerships or Undesignated Partnerships that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Properties; Titles, Etc. Except as could not have a Material Adverse Effect: (a) Each of After giving full effect to the Credit Parties has good and defensible title to their respective Oil and Gas Properties evaluated in Liens permitted by Section 9.03, the most recently delivered Reserve Report and good title to all Borrower or its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such the Borrowing Base Properties shall not in any material respect obligate the Credit Parties Borrower or any such 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and its Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which, with the giving of notice or the passage of time or both, would give rise to a default under any such lease or agreement which default would reasonably be expected to have a Material Adverse Effectleases. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, Borrower and its Restricted Subsidiaries including all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and its Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereofhereof (subject to any changes to the business resulting from transactions permitted hereunder). (d) All of the Properties of the Credit Parties Borrower and its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standardsstandards and in compliance with Section 8.05. (e) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower or any Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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.

Properties; Titles, Etc. Except for matters which would not reasonably be expected to have a Material Adverse Effect: (a) Each of Loan Party has Good and Defensible Title to the Credit Parties has good and defensible title to their respective proved Oil and 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 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 Credit Parties own in all material respects Encumbrances, the Loan Party specified as the owner owns the net interests in production attributable to 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 shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ such Loan Party’s net revenue interest in such Oil and Gas Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid 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 Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Loan Parties including, without limitation, including all easements and rights of way, include all rights and Properties necessary to permit the Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been conducted in on the twelve months prior to the date hereofEffective Date. (d) All Except for Properties being repaired, all of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses businesses, taken as a whole, are in good working condition, normal ordinary wear and tear excepted, and are maintained in accordance with prudent business standards. (e) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties such Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Credit 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. (a) Each Except as disclosed in Schedule 7.16, each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective 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 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereofEffective Date. (d) All of the material Properties of the Credit Parties Borrower and the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) Each of the Credit Parties Borrower and the Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof, in each case, except where the failure to do so would not have a Material Adverse Effect. (d) All of the Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses businesses, taken as a whole, are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production in all material respects attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement agreement, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, 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) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements Person that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) Each Except as disclosed in Schedule 7.16, each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective 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 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the material Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties Borrower and its Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect. (f) As of the Effective Date, no mortgages, deeds of trust or similar documents have been filed or recorded in connection with the Indenture.

Properties; Titles, Etc. (a) Each of the Credit Parties Borrower and the Subsidiaries has good and defensible title to their respective the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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. (a) Each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to substantially all of their respective the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to 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 shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such PropertyProperty 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 acquisition of the interest of any non-participating parties pursuant to customary provisions of the joint operating agreements. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and its Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and its Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and its Restricted Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Parties Borrower and its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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) Each Subject to Excepted Liens, each of the Credit Parties Obligors have good and indefeasible title to all of its Oil and Gas Properties evaluated in the most recently delivered Reserve Report, free and clear of all Liens except 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. (b) The quantum and nature of the interest of the Obligors in and to their respective Hydrocarbon Interests as set forth in the 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 date of such Reserve Report, and other than the NPI, there are no “back-in” or “reversionary” interests held by third parties which could materially reduce the interest of the Obligors in 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 shall not in any material respect obligate any of such Persons to bear the costs and expenses relating to the maintenance, development, and operations of such Oil and Gas Properties in an amount in excess of the Working Interest of such Person in each such Hydrocarbon Interest set forth in the most recent Reserve Report. (c) 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 business of the Borrower and its Consolidated Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event of default or circumstance which with the giving of notice or lapse of time or both would give rise to a default under any such leases, instruments or agreements, in each case which would affect in any material respect the conduct of the business of the Borrower and its Subsidiaries. Neither Borrower, any of the Guarantors nor, to the knowledge of Borrower, any other party to any leases, instruments or agreements comprising its Oil and Gas Properties evaluated in the 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. (d) All of the Properties of the Borrower and its Consolidated Subsidiaries that are reasonably necessary for the operation of their business are in good repair, working order and condition in all material respects and have been maintained by Borrower and its Consolidated Subsidiaries as is customary in 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 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 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) 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 the escrow mechanics associated with the Torch Energy Royalty Trust determinations and other than any such proceeds the late payment or non-payment of which could not reasonably be expected to 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 the most recently delivered Reserve Report and good title is subject to all its material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 the Credit Parties’ net revenue interest in such Property. (b) All leases and agreements necessary for the conduct of the business of the Credit Parties are valid and subsisting, in full force and effect, and no Credit Party is in default beyond all applicable grace or cure periods under any such lease or agreement which default would reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the 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 Credit Parties 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) Each Credit Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties does not infringe upon the rights of any other Person, except claim for any such infringements that, individually refund or in the aggregate, 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 samerefund obligation.

Properties; Titles, Etc. (a) Each of the Credit Parties Borrower and the Subsidiaries has good and defensible title to their respective Oil and Gas all of its material real 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 Credit Parties own in all material respects the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate 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 Liens permitted by at least a corresponding proportionate increase in the Credit Parties’ net revenue interest in such PropertySection 9.03. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement which default would leases that could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All Except as set forth in Schedule 7.17, all of the material Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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 its line of business, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Each of the Credit Parties Loan Party has good and defensible title to their respective to, or valid leasehold interests in, the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to to, or valid leasehold interests in, all 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 Credit Parties own in all material respects , the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties such 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 at least a corresponding proportionate increase in the Credit Parties’ such Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Loan Parties are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Loan Parties including, without limitation, including all easements and rights of way, include all rights and Properties necessary to permit the Credit Loan Parties to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the Properties of the Credit Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Loan Party owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit 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) Each Except as disclosed in Schedule 7.15, each of the Credit Parties Borrower and the Restricted Subsidiaries has good and defensible title to their respective 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 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 Credit Parties own in all material respects , the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Credit Parties 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 at least a corresponding proportionate increase in the Credit Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Credit Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no Credit Party is in default beyond all applicable grace or cure periods event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or agreement leases, which default would could reasonably be expected to have result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Credit Parties Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Credit Parties Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as their its business has been conducted in the twelve months prior to the date hereof. (d) All of the material Properties of the Credit Parties Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition, normal wear and tear excepted, condition and are maintained in accordance with prudent business standards. (e) Each Credit Party The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, trade namestradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Credit Parties Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties 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.