Common use of Properties; Titles, Etc Clause in Contracts

Properties; Titles, Etc. (a) Each Loan Party has good and defensible title (1) before the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recent Reserve Report delivered pursuant to Section 2.08 (other than those Disposed of in accordance with the terms of this Agreement), and good and indefeasible title to, or valid leasehold interests in, all its personal Properties, in each case, free and clear of all Liens other than (i) in the case of Properties other than Oil and Gas Properties, Liens permitted by Section 6.02 and (ii) in the case of Oil and Gas Properties, Liens permitted by the terms of Section 6.02 to exist on Oil and Gas Properties. The Loan Parties own (1) before the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests in production attributable to the Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests as reflected in the most recent Reserve Report delivered pursuant to Section 2.08, and the ownership of such Properties shall not in any material respect obligate the Loan Parties to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in such Reserve Report that is not offset by a corresponding proportionate increase in the Loan Parties’ net revenue interest in such Property, other than excesses (i) relating to customary provisions of operating agreements requiring parties thereto to pay to the operator the share of costs of a defaulting party, or (ii) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreements. (b) All material leases and agreements necessary for the conduct of the business of the Loan Parties are valid and subsisting, in full force and effect, and there exists no default, or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default, under any such lease or agreement which could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit any Loan Party to conduct its business. (d) All of the Properties of the Loan Parties (other than the Oil and Gas Properties, which are addressed in Section 3.18) which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, and the use thereof by such Loan Party, as the case may be, does not infringe in any material respects upon the rights of any other Person and each Loan Party’s rights thereto are not subject to any licensing agreement or similar arrangement.

Properties; Titles, Etc. (a) Each of the Borrower and the other Loan Party Parties has good and defensible title (1) before the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recent Reserve Report delivered pursuant to Section 2.08 (other than those Disposed of in accordance with the terms of this Agreement), and good and indefeasible title to, or valid leasehold interests in, the Oil and Gas Properties evaluated in the most recently delivered Reserve Report(s) (except for those Properties that have been disposed of since the date of such Reserve Report(s) in accordance with this Agreement or leases which have expired in accordance with their terms) and good title to, or valid leasehold interests in, licenses of, or rights to use, all its material personal Properties, in each case, free and clear of all Liens other than (i) in the case of Properties other than Oil and Gas Properties, except Liens permitted by Section 6.02 and (ii) in 9.03. After giving full effect to the case of Oil and Gas PropertiesExcepted Liens, Liens permitted by the terms of Section 6.02 to exist on Oil and Gas Properties. The Borrower or the Loan Parties own (1) before Party specified as the date of delivery of the first Reserve Report delivered after the Effective Date, at least owner owns the net interests in production attributable to the Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests as reflected in the most recent recently delivered Reserve Report delivered pursuant to Section 2.08Report(s) (except for those Properties that have been disposed of since the date of such Reserve Report(s) in accordance with this Agreement or leases which have expired in accordance with their terms), and the ownership of such Oil and Gas Properties shall not in the aggregate in any material respect obligate the Borrower or such Loan Parties Property to bear the costs and expenses relating to the maintenance, development and operations of each any such Oil and Gas Property in an amount in excess of the working interest of each such Oil and Gas Property set forth in such the most recently delivered Reserve Report Report(s) that is not offset by a corresponding proportionate increase in the Borrower’s or such Loan Parties’ Party’s net revenue interest in such Oil and Gas Property, other than excesses (i) relating to customary provisions of operating agreements requiring parties thereto to pay to the operator the share of costs of a defaulting party, or (ii) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreements. (b) All material leases and agreements necessary for the to conduct of the business of the Loan Parties Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no defaultdefault by the Borrower or any Subsidiary, or to the knowledge of the Borrower, no default by any other party thereto or any event or circumstance which with the giving of notice or the passage of time or both would give rise to a default, default under any such lease or agreement which leases, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Loan Parties including Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit any Loan Party the Borrower and the Subsidiaries to conduct its businesstheir businesses in all material respects in the manner as their respective businesses have been conducted prior to the date hereof. (d) All of the Properties of the Loan Parties (other than the Oil The Borrower and Gas Properties, which are addressed in Section 3.18) which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) Each Loan Party each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary Property material to its business as currently conductedbusiness, and the use thereof by the Borrower and such Loan Party, as the case may be, Subsidiary does not infringe in any material respects upon the rights of any other Person Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Loan Party’s its Subsidiaries either own or have valid licenses or other rights thereto are not 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 any licensing agreement the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as, individually or similar arrangementin the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Each Loan Party Except as set forth in Schedule 7.16, each of the Borrower and the Restricted Subsidiaries has good and defensible title (1) before the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recent recently delivered Reserve Report delivered pursuant to Section 2.08 (other than those Disposed of in accordance with the terms of this Agreement), and good and indefeasible title to, or valid leasehold interests in, to all its material personal Properties, in each case, free and clear of all Liens other than (i) in the case of Properties other than Oil and Gas Properties, except Liens permitted by Section 6.02 and (ii) in 9.03. After giving full effect to the case of Oil and Gas PropertiesExcepted Liens, Liens permitted by the terms of Section 6.02 to exist on Oil and Gas Properties. The Loan Parties own (1) before Borrower or the date of delivery of Restricted Subsidiary specified as the first Reserve Report delivered after the Effective Date, at least owner owns the net interests in production attributable to the Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests as reflected in the most recent recently delivered Reserve Report delivered pursuant Report, other than reductions in such interests resulting from any actions permitted under Section 9.12 or from the election of the Borrower to Section 2.08not 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 Loan 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 such the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan 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, or (ii) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreementsagreements 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 Loan Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default, default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default, default under any such lease or agreement which 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 Loan Parties Borrower and the Restricted Subsidiaries including all easements and rights of way, include all rights and Properties necessary to permit any Loan Party the Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its businessbusiness has been conducted prior to the date hereof. (d) All of the Properties of the Loan Parties (other than Borrower and the Oil and Gas Properties, which are addressed in Section 3.18) Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, ordinary wear and tear excepted, except as could not reasonably be expected to have a Material Adverse Effect. (e) Each Loan Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary Property material to its business as currently conductedbusiness, and the use thereof by the Borrower and such Loan Party, as the case may be, Restricted Subsidiary does not infringe in any material respects upon the rights of any other Person Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Loan Party’s the Restricted Subsidiaries either own or have valid licenses or other rights thereto are not 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 any licensing agreement or similar arrangementthe 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 Loan Party Except as set forth on Schedule 7.16, each of Holdings, the Borrower and the Restricted Subsidiaries has good and defensible title (1) before the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recent recently delivered Reserve Report delivered pursuant to Section 2.08 (other than except for those Disposed Oil and Gas Properties that have been disposed of since the date of such Reserve Report in accordance with the terms of this AgreementAgreement or leases which have expired in accordance with their terms), and good and indefeasible title to, or valid leasehold interests in, to all its personal PropertiesProperties material to its business, in each case, free and clear of all Liens other than (i) in the case of Properties other than Oil and Gas Properties, except Liens permitted by Section 6.02 and (ii) in 9.03. After giving full effect to the case of Oil and Gas PropertiesExcepted Liens, Liens permitted by Holdings, the terms of Section 6.02 to exist on Oil and Gas Properties. The Loan Parties own (1) before Borrower or the date of delivery of Restricted Subsidiary specified as the first Reserve Report delivered after the Effective Date, owner owns at least the net interests in production attributable to the Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests as reflected in the most recent recently delivered Reserve Report delivered pursuant to Section 2.08(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 Holdings, the Loan 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 such the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan 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, or (ii) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreements. (b) All material leases and agreements necessary for the conduct of the business of Holdings, the Loan Parties Borrower and its Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default, default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default, default under any such lease leases or agreement agreements, which could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by Holdings, the Loan Parties including Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit any Loan Party Holdings, the Borrower and the Restricted Subsidiaries to conduct its businesstheir business in all material respects in the same manner as their business has been conducted prior to the date hereof. (d) All of the material Properties of Holdings, the Loan Parties (other than Borrower and the Oil and Gas Properties, which are addressed in Section 3.18) Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition (ordinary wear and tear excepted) or are maintained in accordance with prudent business standards. (e) Each Loan Party Holdings, the Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary Property material to its business as currently conductedbusiness, and the use thereof by Holdings, the Borrower and such Loan Party, as the case may be, Restricted Subsidiary does not infringe in any material respects upon the rights of any other Person Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Holdings, the Borrower and each Loan Party’s the Restricted Subsidiaries either own or have valid licenses or other rights thereto are not 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 any licensing agreement or similar arrangementthe 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 Loan Party Except (i) for the Oil and Gas Properties Disposed of since the delivery of the most recently delivered Reserve Report, (ii) leases that have expired in accordance with their terms and (iii) properties with immaterial title defects or other title defects disclosed in writing to the Administrative Agent: (x) each of the Borrower and the Restricted Subsidiaries has good and defensible title (1) before the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the Initial Reserve Reports or the most recent recently delivered Reserve Report delivered pursuant to Section 2.08 (other than those Disposed of in accordance with the terms of this Agreement), and good and indefeasible title to, or valid leasehold interests in, to substantially all of its personal Properties, in each case, free and clear of all Liens other than (i) in the case of Properties other than Oil and Gas Properties, except Liens permitted by Section 6.02 6.3 and (iiy) in after giving full effect to the case of Oil and Gas PropertiesPermitted Encumbrances, Liens permitted by the terms of Section 6.02 to exist on Oil and Gas Properties. The Loan Parties own (1) before Borrower or the date of delivery of Restricted Subsidiary specified as the first Reserve Report delivered after the Effective Date, at least owner owns the net interests in production attributable to the Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests as reflected in the Initial Reserve Reports or in the most recent recently delivered Reserve Report delivered pursuant to Section 2.08Report, 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 Loan 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 such the Initial Reserve Reports or in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan 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, or (ii) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreements. (b) All material leases and agreements necessary for the conduct of the business of the Loan Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default, default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to a default, default under any such lease or agreement which leases, except, in each case pursuant to this clause (b), 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 Loan Parties Borrower and the Restricted Subsidiaries including all easements and rights of way, include all rights and Properties necessary to permit any Loan Party the Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its businessbusiness has been conducted prior to the date hereof. (d) All of the Properties of the Loan Parties Borrower and the Restricted Subsidiaries (other than the Oil and Gas Properties, which that are addressed in Section 3.183.22) which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) Each Loan Party of the Borrower and its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents patents, domain names and other intellectual property necessary Property material to its business as currently conductedbusiness, and the use thereof by such Loan Party, as the case may be, Borrower and its Restricted Subsidiaries does not infringe in any material respects upon the rights of any other Person Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Loan Party’s its Restricted Subsidiaries either own or have valid licenses or other rights thereto are not 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 any licensing agreement or similar arrangementthe 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 Loan Party Except (i) for the Oil and Gas Properties Disposed of since the delivery of the most recently delivered Reserve Report, (ii) leases that have expired in accordance with their terms and (iii) properties with immaterial title defects or other title defects disclosed in writing to the Administrative Agent: (x) each of the Borrower and the Restricted Subsidiaries has good and defensible title (1) before the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recent recently delivered Reserve Report delivered pursuant to Section 2.08 (other than those Disposed of in accordance with the terms of this Agreement), and good and indefeasible title to, or valid leasehold interests in, to substantially all of its personal Properties, in each case, free and clear of all Liens other than (i) in the case of Properties other than Oil and Gas Properties, except Liens permitted by Section 6.02 6.3 and (iiy) in after giving full effect to the case of Oil and Gas PropertiesPermitted Encumbrances, Liens permitted by the terms of Section 6.02 to exist on Oil and Gas Properties. The Loan Parties own (1) before Borrower or the date of delivery of Restricted Subsidiary specified as the first Reserve Report delivered after the Effective Date, at least owner owns the net interests in production attributable to the Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests as reflected in the most recent recently delivered Reserve Report delivered pursuant to Section 2.08Report, 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 Loan 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 such the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan 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, or (ii) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreements. (b) All material leases and agreements necessary for the conduct of the business of the Loan Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default, default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to a default, default under any such lease or agreement which leases, except, in each case pursuant to this clause (b), 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 Loan Parties Borrower and the Restricted Subsidiaries including all easements and rights of way, include all rights and Properties necessary to permit any Loan Party the Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its businessbusiness has been conducted prior to the date hereof. (d) All of the Properties of the Loan Parties Borrower and the Restricted Subsidiaries (other than the Oil and Gas Properties, which are addressed in Section 3.183.22) which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) Each Loan Party of the Borrower and its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents patents, domain names and other intellectual property necessary Property material to its business as currently conductedbusiness, and the use thereof by such Loan Party, as the case may be, Borrower and its Restricted Subsidiaries does not infringe in any material respects upon the rights of any other Person Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Loan Party’s its Restricted Subsidiaries either own or have valid licenses or other rights thereto are not 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 any licensing agreement or similar arrangementthe 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 Loan Party Except as set forth in Schedule 7.16, each of the Borrower and the Restricted Subsidiaries has good and defensible title (1) before the date of delivery of the first Reserve Report delivered after the Effective Date, to the Borrowing Base Properties (except for those Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after that have been Disposed of since the date of delivery of the first most recently delivered Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recent Reserve Report delivered pursuant to Section 2.08 (other than those Disposed of in accordance with the terms of this Agreement), Agreement or leases which have expired in accordance with their terms) and good and indefeasible title to, or valid leasehold interests in, to all its material personal Properties, in each case, free and clear of all Liens other than (i) in the case of Properties other than Oil and Gas Properties, except Liens permitted by Section 6.02 and (ii) 9.03. After giving full effect to the Excepted Liens, the Borrower or the Restricted Subsidiary specified as the owner in the case of Oil and Gas Properties, Liens permitted by the terms of Section 6.02 to exist on Oil and Gas Properties. The Loan Parties own (1) before the date of delivery of the first most recently delivered Reserve Report delivered after the Effective Date, at least owns the net interests in production attributable to the Hydrocarbon Interests as set forth reflected therein, other than reductions in such interests resulting from any actions permitted under Section 9.12 or from the Abraxas Acquisition Documents and (2) after the date of delivery election of the first Reserve Report delivered after the Effective Date, at least the net interests Borrower to not participate in any operation in respect of production attributable to the Hydrocarbon Interests as reflected in the most recent Reserve Report delivered pursuant to Section 2.08an Oil and Gas Property, and the ownership of such Properties shall not in any material respect obligate the Loan 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 such Property set forth in such the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property, other than excesses (iA) relating to customary provisions of operating agreements requiring parties thereto to pay to the operator the share of costs of a defaulting party, or (iiB) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreementsagreements or (C) resulting from interests acquired pursuant to compulsory pooling statutes. (b) All material leases and agreements necessary for the conduct of the business of the Loan Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default, default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default, default under any such lease or agreement which 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 Loan Parties Borrower and the Restricted Subsidiaries including all easements and rights of way, include all rights and Properties necessary to permit any Loan Party the Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its businessbusiness has been conducted prior to the date hereof. (d) All of the Properties of the Loan Parties (other than Borrower and the Oil and Gas Properties, which are addressed in Section 3.18) Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, ordinary wear and tear excepted, except as could not reasonably be expected to have a Material Adverse Effect. (e) Each Loan Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary Property material to its business as currently conductedbusiness, and the use thereof by the Borrower and such Loan Party, as the case may be, Restricted Subsidiary does not infringe in any material respects upon the rights of any other Person Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Loan Party’s the Restricted Subsidiaries either own or have valid licenses or other rights thereto are not 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 any licensing agreement or similar arrangementthe 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 Loan Party Except as set forth in Schedule 7.16, each of the Borrower and the Restricted Subsidiaries has good and defensible title (1) before the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recent recently delivered Reserve Report delivered pursuant to Section 2.08 (other than those Disposed of in accordance with the terms of this Agreement), and good and indefeasible title to, or valid leasehold interests in, to all its material personal Properties, in each case, free and clear of all Liens other than (i) in the case of Properties other than Oil and Gas Properties, except Liens permitted by Section 6.02 and (ii) in 9.03. After giving full effect to the case of Oil and Gas PropertiesExcepted Liens, Liens permitted by the terms of Section 6.02 to exist on Oil and Gas Properties. The Loan Parties own (1) before Borrower or the date of delivery of Restricted Subsidiary specified as the first Reserve Report delivered after the Effective Date, at least owner owns the net interests in production attributable to the Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests as reflected in the most recent recently delivered Reserve Report delivered pursuant Report, other than reductions in such interests resulting from any actions permitted under Section 9.12 or from the election of the Borrower to Section 2.08not 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 Loan 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 such the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan 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, or (ii) resulting from the acquisition of the interest of any non-non- participating parties pursuant to customary provisions of joint operating agreementsagreements 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 Loan Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default, default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default, default under any such lease or agreement which 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 Loan Parties Borrower and the Restricted Subsidiaries including all easements and rights of way, include all rights and Properties necessary to permit any Loan Party the Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its businessbusiness has been conducted prior to the date hereof. (d) All of the Properties of the Loan Parties (other than Borrower and the Oil and Gas Properties, which are addressed in Section 3.18) Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, ordinary wear and tear excepted, except as could not reasonably be expected to have a Material Adverse Effect. (e) Each Loan Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary Property material to its business as currently conductedbusiness, and the use thereof by the Borrower and such Loan Party, as the case may be, Restricted Subsidiary does not infringe in any material respects upon the rights of any other Person Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Loan Party’s the Restricted Subsidiaries either own or have valid licenses or other rights thereto are not 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 any licensing agreement or similar arrangementthe 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 Loan Party of the Borrower and the Restricted Subsidiaries has good and defensible title (1) before the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recent recently delivered Reserve Report delivered pursuant to Section 2.08 (other than those Disposed disposed of in accordance compliance with Section 9.11 since delivery of such Reserve Report and those title defects disclosed in writing to the terms of this AgreementAdministrative Agent), and good and indefeasible title to, or valid leasehold interests in, to all its personal Properties, in each case, free and clear of all Liens other than (i) in the case of Properties other than Oil and Gas Properties, Liens permitted by Section 6.02 9.03 and (ii) in the case of Oil and Gas Properties, Liens permitted by the terms of Section 6.02 9.03 to exist on Oil and Gas Properties. The Loan Parties own (1) before After giving full effect to the date of delivery of Liens permitted by Section 9.03, the first Reserve Report delivered after Borrower or the Effective Date, at least Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests as reflected in the most recent recently delivered Reserve Report and Exhibit A to any mortgage or deed of trust (including those delivered pursuant to Section 2.08on the Effective Date), and in each case as of the date delivered, and, except as described in such Reserve Report or such Exhibit A, in each case as of the date delivered, the ownership of such Properties shall not in any material respect obligate the Loan 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 such Reserve Report or such Exhibit A that is not offset by a corresponding proportionate increase in the Loan 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, or (ii) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreements. (b) All material leases and agreements necessary for the conduct of the business of the Loan Parties Borrower and the Restricted Subsidiaries are valid and subsisting, subsisting and in full force and effect, except to the extent any failure to be valid and subsisting and in full force and effect could not reasonably be expected to have a Material Adverse Effect, and there exists no default, or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default, under any such lease or agreement which could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Loan Parties Borrower and the Restricted Subsidiaries including all easements and rights of way, include all rights and Properties reasonably necessary to permit any Loan Party the Borrower and the Credit Parties to conduct its their business, except to the extent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect. (d) All of the Properties of the Loan Parties Borrower and the Restricted Subsidiaries (other than the Oil and Gas Properties, which are addressed in Section 3.187.17) which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards., except to the extent any failure to satisfy the foregoing could not reasonably be expected to have a Material Adverse Effect. Index (e) Each Loan Party of the Borrower and the Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual property necessary Property material to its business as currently conductedbusiness, and the use thereof by each such Loan Party, as the case may be, Person does not infringe in any material respects upon the rights of any other Person Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Loan Party’s the Restricted Subsidiaries either own or have valid licenses or other rights thereto are not to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in and material to their businesses, subject to any licensing agreement or similar arrangementthe 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 Loan Party has Subject to Excepted Liens, each of the Obligors have good and defensible indefeasible title (1) before the date to all of delivery of the first Reserve Report delivered after the Effective Date, to the its Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recent recently delivered Reserve Report delivered pursuant and to Section 2.08 all Midstream Properties (other than those Disposed including, for the avoidance of in accordance with the terms of this Agreement), and good and indefeasible title to, or valid leasehold interests indoubt, all its personal Properties, in each casematerial contracts related thereto), free and clear of all Liens other than (i) except for Excepted Liens. The Borrower has good and defensible title to all of the Equity Interests in the case of Properties other than Subsidiaries and Joint Ventures listed on Schedule 7.14 (as supplemented pursuant to Section 7.14) except for Excepted Liens. No material Oil and Gas Properties, Liens permitted by Section 6.02 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 (ii) in the case of Oil and Gas Properties, Liens permitted by the terms of Section 6.02 to exist on Oil and Gas Properties. The Loan Parties own (1) before the date of delivery nature of the first Reserve Report delivered after interest of the Effective Date, at least the net interests Obligors in production attributable and to the their Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests as reflected in the most recent Reserve Report delivered pursuant to Section 2.08, and includes the ownership 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 the Loan Parties any of such Persons to bear the costs and expenses relating to the maintenance, development development, and operations of each such Property Oil and Gas Properties in an amount in excess of the working interest Working Interest of such Person in each Property such Hydrocarbon Interest set forth in such the most recent Reserve Report that is not offset by a corresponding proportionate increase in the Loan Parties’ net revenue interest in such Property, other than excesses (i) relating to customary provisions of operating agreements requiring parties thereto to pay to the operator the share of costs of a defaulting party, or (ii) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreementsReport. (b) All material oil and gas leases and instruments and other similar agreements comprising the Borrower’s and its Consolidated Subsidiaries Oil and Gas Properties necessary for the conduct of the business of the Loan Parties Borrower and its Consolidated Subsidiaries are valid and subsisting, in full force and effect, effect and there exists no default, default or event of default or circumstance which with the giving of notice or the passage lapse of time or both would give rise to a default, default under any such lease leases, instruments or agreement agreements, in each case which could reasonably be expected 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 have 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 Material Adverse Effectjudicial reformation of, any such lease, instrument or agreement. (c) The rights and Properties presently owned, leased or licensed by the Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit any Loan Party to conduct its business. (d) All of the Properties of the Loan Parties (other than the Oil Borrower and Gas Properties, which are addressed in Section 3.18) which its Consolidated Subsidiaries that are reasonably necessary for the operation of their businesses business are in good repair, working order and condition in all material respects and 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 733476286 14464587 (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 maintained being contested in accordance good faith by appropriate proceedings and for which adequate reserves complying with prudent business standardsGAAP 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 is subject to any claim for any refund or refund obligation. (e) Each Loan Party ownsThe Borrower and its Consolidated Subsidiaries own the Midstream Properties that generated the Adjusted Midstream Adjusted EBITDA used in the most recent calculation of the Midstream Component as may be adjusted pursuant to Section 2.07(h)(iib), or is licensed except for Midstream Properties disposed of since the most recent calculation of the Midstream Component that did not meet the thresholds provided by Section 2.07(h)(iib) with respect to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, and the use thereof by disposition of such Loan Party, as the case may be, does not infringe in any material respects upon the rights of any other Person and each Loan Party’s rights thereto are not subject to any licensing agreement or similar arrangementMidstream Properties.

Properties; Titles, Etc. (a) Each Loan Party has Subject to Excepted Liens, each of the Obligors have good and defensible indefeasible title (1) before the date to all of delivery of the first Reserve Report delivered after the Effective Date, to the its Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recent recently delivered Reserve Report delivered pursuant and to Section 2.08 (other than those Disposed of in accordance with the terms of this Agreement), and good and indefeasible title to, or valid leasehold interests in, all its personal Midstream Properties, in each case, free and clear of all Liens other than (i) except for Excepted Liens. The Borrower has good and defensible title to all of the Equity Interests in the case of Properties other than Subsidiaries listed on Schedule 7.14,7.14 (as supplemented pursuant to Section 7.14) except for Excepted Liens. No material Oil and Gas Properties, Liens permitted by Section 6.02 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 (ii) in the case of Oil and Gas Properties, Liens permitted by the terms of Section 6.02 to exist on Oil and Gas Properties. The Loan Parties own (1) before the date of delivery nature of the first Reserve Report delivered after interest of the Effective Date, at least the net interests Obligors in production attributable and to the their Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests as reflected in the most recent Reserve Report delivered pursuant to Section 2.08, and includes the ownership 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 the Loan Parties any of such Persons to bear the costs and expenses relating to the maintenance, development development, and operations of each such Property Oil and Gas Properties in an amount in excess of the working interest Working Third Amended and Restated Credit Agreement – Page 71 715347206 14464587 716874472 14464587 Interest of such Person in each Property such Hydrocarbon Interest set forth in such the most recent Reserve Report that is not offset by a corresponding proportionate increase in the Loan Parties’ net revenue interest in such Property, other than excesses (i) relating to customary provisions of operating agreements requiring parties thereto to pay to the operator the share of costs of a defaulting party, or (ii) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreementsReport. (b) All material oil and gas leases and instruments and other similar agreements comprising the Borrower’s and its Consolidated Subsidiaries Oil and Gas Properties necessary for the conduct of the business of the Loan Parties Borrower and its Consolidated Subsidiaries are valid and subsisting, in full force and effect, effect and there exists no default, default or event of default or circumstance which with the giving of notice or the passage lapse of time or both would give rise to a default, default under any such lease leases, instruments or agreement agreements, in each case which could reasonably be expected 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 have 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 Material Adverse Effectjudicial reformation of, any such lease, instrument or agreement. (c) The rights and Properties presently owned, leased or licensed by the Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit any Loan Party to conduct its business. (d) All of the Properties of the Loan Parties (other than the Oil Borrower and Gas Properties, which are addressed in Section 3.18) which its Consolidated Subsidiaries that are reasonably necessary for the operation of their businesses business are in good repair, working order and condition in all material respects and 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 maintained being contested in accordance good faith by appropriate proceedings and for which adequate reserves complying with prudent business standardsGAAP 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 Third Amended and Restated Credit Agreement – Page 72 715347206 14464587 716874472 14464587 (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 is subject to any claim for any refund or refund obligation. (e) Each Loan Party ownsThe Borrower and its Consolidated Subsidiaries own the Midstream Properties that generated the Adjusted Midstream EBITDA used in the most recent calculation of the Midstream Component as may be adjusted pursuant to Section 2.07(h)(ii), or is licensed except for Midstream Properties disposed of since the most recent calculation of the Midstream Component that did not meet the thresholds provided by Section 2.07(h)(ii) with respect to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, and the use thereof by disposition of such Loan Party, as the case may be, does not infringe in any material respects upon the rights of any other Person and each Loan Party’s rights thereto are not subject to any licensing agreement or similar arrangementMidstream Properties.

Properties; Titles, Etc. (a) Each Loan Party of the Borrower and the Restricted Subsidiaries has (i) good and defensible title (1) before the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recent Reserve Report delivered pursuant to Section 2.08 (other than those Disposed of in accordance with the terms of this Agreement), and good and indefeasible title to, or valid leasehold interests in, or valid easements or other property interests in all of its Upstream Properties, Midstream Properties and other real Property and (ii) good and valid title to all of its personal PropertiesProperty, in the case of each caseof (i) and (ii), free and clear of all Liens other than (i) in the case of Properties other than Oil and Gas Properties, except Liens permitted by Section 6.02 and 9.03. (iib) in After giving full effect to the case of Oil and Gas PropertiesExcepted Liens, Liens permitted by the terms of Section 6.02 to exist on Oil and Gas Properties. The Loan Parties own (1) before Borrower or the date of delivery Restricted Subsidiary specified as the owner of the first Reserve Report delivered after the Effective Date, at least Upstream Component Properties owns the net interests in Hydrocarbon production attributable to the Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests Upstream Component Properties as reflected in the most recent recently delivered Reserve Report delivered pursuant to Section 2.08Report, and the ownership of such Upstream Component Properties shall not in any material respect obligate the Loan Parties Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Upstream Component Property in an amount in excess of the working interest of each Upstream Component Property set forth in such the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan Parties’ Borrower’s or such Restricted Subsidiary’s net revenue interest in such Upstream Component Property, other than excesses (i) relating to customary provisions of operating agreements requiring parties thereto to pay to the operator the share of costs of a defaulting party, or (ii) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreements. (bc) The Borrower and its Restricted Subsidiaries own the Midstream Properties that generated the Midstream EBITDA used in the most recent calculation of the Midstream Component as may be adjusted pursuant to Section 2.08(b)(iii), except for Midstream Properties Disposed of since the most recent calculation of the Midstream Component that do not meet the thresholds provided by Section 2.08(b)(iii) with respect to the Disposition of such Midstream Properties. (d) All material leases and agreements necessary for the conduct of the business of the Loan Parties Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default, default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default, default under any such lease or agreement leases, which could reasonably be expected to have a Material Adverse Effect. (ce) The rights and Properties presently owned, leased or licensed by the Loan Parties including Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit any Loan Party the Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its businessbusiness has been conducted prior to the date hereof, except where the failure to so own, lease or license such rights or Properties could not reasonably be expected to have a Material Adverse Effect. (df) All of the Properties of the Loan Parties (other than Borrower and the Oil and Gas Properties, which are addressed in Section 3.18) Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standardsstandards except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. (eg) Each Loan Party The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary Property material to its business as currently conductedbusiness, and the use thereof by the Borrower and such Loan Party, as the case may be, Restricted Subsidiary does not infringe in any material respects upon the rights of any other Person Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Loan Party’s its Restricted Subsidiaries either own or have valid licenses or other rights thereto are not 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 any licensing agreement or similar arrangementthe 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 Loan Party of the Obligors has good and defensible title (1) before the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, to the Oil and Gas Properties, evaluated in the most recent Reserve Report delivered pursuant to Section 2.08 (other than those Disposed of in accordance with the terms of this Agreement), and good and indefeasible title to, or valid leasehold interests in, 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 other than (i) in the case of Properties other than Oil and Gas Properties, except Liens permitted by Section 6.02 9.03 and (ii) in the case of except for any Oil and Gas Properties, Liens permitted by Properties that were sold or otherwise disposed of prior to the terms of Section 6.02 to exist on Oil and Gas Properties. The Loan Parties own (1) before the date of delivery of the first Reserve Report delivered Effective Date or after the Effective DateDate in accordance with this Agreement. After giving full effect to the Excepted Liens and the sales and dispositions referenced in the immediately preceding sentence and other than changes which arise pursuant to non-consent provisions of operating agreements or other agreements (if any) described in Exhibit A to any Security Instrument, at least the Borrower or the Guarantor specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as set forth in the Abraxas Acquisition Documents and (2) after the date of delivery of the first Reserve Report delivered after the Effective Date, at least the net interests of production attributable to the Hydrocarbon Interests as reflected in the most recent recently delivered Reserve Report delivered pursuant to Report, other than reductions in such interests resulting from any disposition permitted under Section 2.089.12 so long as such disposition occurs after the delivery of such Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Loan Parties Borrower or such 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 such the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan Parties’ Borrower’s or such Guarantor’s net revenue interest in such Property, other than excesses (i) relating to customary provisions of operating agreements requiring parties thereto to pay to the operator the share of costs of a defaulting party, or (ii) resulting from the acquisition of the interest of any non-participating parties pursuant to customary provisions of joint operating agreements. (bi) All material leases and agreements necessary for the conduct of the business of the Loan Parties Obligors are valid and subsisting, in full force and effect, and (ii) there exists no default, default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default, default under any such lease or agreement leases unless (i) disputed in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP or (ii) the failure of the foregoing could not reasonably be expected to have a Material Adverse Effect. (cb) The rights and Properties presently owned, leased or licensed by the Loan Parties including Obligors including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit any Loan Party the Obligors to conduct their business in all respects in the same manner as its businessbusiness has been conducted prior to the date hereof, except where the failure of the foregoing could not reasonably be expected to result in a Material Adverse Effect. (dc) All of the Properties of the Loan Parties (other than the Oil and Gas Properties, which are addressed in Section 3.18) Obligors which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standardsstandards and in compliance with Section 8.06, except where the failure of the foregoing could not reasonably be expected to result in a Material Adverse Effect. (ed) Each Loan Party The Borrower and each Guarantors owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary Property material to its business as currently conductedbusiness, and the use thereof by such Loan Party, as the case may be, Obligor does not infringe in any material respects upon the rights of any other Person Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Obligors either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and each Loan Party’s rights thereto are other technical information used in their businesses as presently conducted, except as could not subject reasonably be expected to any licensing agreement or similar arrangementhave a Material Adverse Effect.