Common use of Rights in Properties; Liens Clause in Contracts

Rights in Properties; Liens. (a) Each of Borrower and its Subsidiaries has good and indefeasible title to or valid leasehold interests in its respective material Properties, including the Properties reflected in the financial statements described in Section 6.2 but excluding the Oil and Gas Properties owned by Borrower and its Subsidiaries, and none of such Properties is subject to any Lien, except Permitted Liens. (b) Schedule 6.6(b) sets forth a complete and accurate list of all Oil and Gas Properties owned by Borrower and each of its Subsidiaries on the Closing Date and as of the date of each update thereof required hereunder, showing as of the date thereof the lessor, lessee, lease date, recording information and legal description for each oil, gas and/or mineral lease in which Borrower or any of its Subsidiaries has an interest, which leases shall be grouped by the applicable well or unit. Subject to Immaterial Title Deficiencies, Borrower and each of its Subsidiaries has good and defensible title in and to the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report. Such Proved Oil and Gas Properties are free and clear of all Liens, other than Liens created or permitted by the Loan Documents, Liens set forth on Schedule 8.2, other permitted exceptions as reasonably approved by Administrative Agent and Liens otherwise permitted by Section 8.2. No Person other than such Person has any ownership interests, whether legal or beneficial, in such Person’s purported interests in such Oil and Gas Properties. (c) Borrower and each of its Subsidiaries owns (or, contemporaneously with the closing of any Acquisitions being financed through and closed substantially contemporaneously with the initial Credit Extension, will own) at least the net interest and production attributable to the xxxxx and units evaluated in each Reserve Report delivered to Administrative Agent, except such as may result, after the delivery of such Reserve Report, from customary provisions of operating agreements requiring or allowing for the acquisition of the interests of any non-consenting parties so long as Borrower promptly notifies Administrative Agent thereof. The ownership of such Properties shall not in the aggregate obligate Borrower or any of its Subsidiaries to bear costs and expenses relating to the maintenance, development and operations of such Properties in an amount in excess of the working interests of such Properties as shown in each such Reserve Report, except such as may result, after the delivery of such Reserve Report, from customary provisions of operating agreements requiring or allowing the parties thereto to pay the share of costs of a non-consenting party so long as Borrower promptly notifies Administrative Agent of such changes. Neither Borrower nor any of its Subsidiaries has conveyed or transferred to any other Person a beneficial interest in the Proved Oil and Gas Properties owned by it of record, whether pursuant to unrecorded assignments or transfers or accounting mechanisms.

Rights in Properties; Liens. (a) Each of Borrower and its Subsidiaries has good and indefeasible title to or valid leasehold interests in its respective material Properties, including the Properties reflected in the financial statements described in Section 6.2 but excluding the Oil and Gas Properties owned by Borrower and its Subsidiaries, and none of such Properties is subject to any Lien, except Permitted Liens. (b) Schedule 6.6(b) The most recently delivered Reserve Report sets forth a complete and accurate list of all Oil and Gas Properties owned by Borrower and each of its Subsidiaries on the Closing Date as of such date of delivery and as of the date of each update thereof required hereunder, showing as of the date thereof the lessor, lessee, lease date, recording information and legal description for each oil, gas and/or mineral lease in which Borrower or any of its Subsidiaries has an interest, which leases shall be grouped by the applicable well or unit. Subject to Immaterial Title Deficiencies, Borrower and each of its Subsidiaries has good and defensible title in and to the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report. Such Proved Oil and Gas Properties are free and clear of all Liens, other than Liens created or permitted by the Loan Documents, Liens set forth on Schedule 8.2, other permitted exceptions as reasonably approved by Administrative Agent and Liens otherwise permitted by Section 8.2. No Person other than such Person has any ownership interests, whether legal or beneficial, in such Person’s purported interests in such Oil and Gas Properties. (c) Borrower and each of its Subsidiaries owns (or, contemporaneously with the closing of any Acquisitions being financed through and closed substantially contemporaneously with the initial Credit Extension, will own) at least the net interest and production attributable to the xxxxx and units evaluated in each Reserve Report delivered to Administrative Agent, except such as may result, after the delivery of such Reserve Report, from customary provisions of operating agreements requiring or allowing for the acquisition of the interests of any non-consenting parties so long as Borrower promptly notifies Administrative Agent thereof. The ownership of such Properties shall not in the aggregate obligate Borrower or any of its Subsidiaries to bear costs and expenses relating to the maintenance, development and operations of such Properties in an amount in excess of the working interests of such Properties as shown in each such Reserve Report, except such as may result, after the delivery of such Reserve Report, from customary provisions of operating agreements requiring or allowing the parties thereto to pay the share of costs of a non-consenting party so long as Borrower promptly notifies Administrative Agent of such changes. Neither Borrower nor any of its Subsidiaries has conveyed or transferred to any other Person a beneficial interest in the Proved Oil and Gas Properties owned by it of record, whether pursuant to unrecorded assignments or transfers or accounting mechanisms.

Rights in Properties; Liens. (a) Each of Borrower Loan Party and its Restricted Subsidiaries has good and indefeasible title to or valid leasehold interests in its respective material Properties, including the Properties reflected in the financial statements described in Section 6.2 but excluding 6.2, other than the Oil and Gas Properties owned by Borrower and its SubsidiariesRestricted Subsidiaries and the other Loan Parties that are covered by clause (b) below, and none of such Properties of any Loan Party or any of its Restricted Subsidiaries is subject to any Lien, except Permitted Liens. (b) Schedule 6.6(b) sets forth a complete and accurate list of all Oil and Gas Properties owned by Borrower and each of its Restricted Subsidiaries on the Closing Date and as of the date of each update thereof required hereunder, showing as of the date thereof the lessor, lessee, lease date, recording information and legal description for each oil, gas and/or mineral lease in which Borrower or any of its Subsidiaries has an interest, which leases shall be grouped by the applicable well or unit. Subject to Immaterial Title Deficiencies, Borrower and each of its Subsidiaries the other Loan Parties has good and defensible title in and to the Proved Oil and Gas Properties evaluated described in the most recently recently-delivered Reserve Report, subject to Permitted Liens and Immaterial Title Deficiencies. Such Proved Oil and Gas Properties are free and clear of all Liens, other than Liens created or permitted by the Loan Documents, Liens set forth on Schedule 8.2, other permitted exceptions as reasonably approved by Administrative Agent and Liens otherwise permitted by Section 8.2. No Person other than such Person has any ownership interests, whether legal or beneficial, in such Person’s purported interests in such Oil and Gas Propertiesexcept Excepted Liens. (c) Subject to Excepted Liens and Immaterial Title Deficiencies, Borrower and each of its Restricted Subsidiaries and each of the other Loan Parties owns (or, contemporaneously with the closing of any Acquisitions being financed through and closed substantially contemporaneously with the initial Credit Extension, will own) at least the net interest and production attributable to the xxxxx and units evaluated in each Reserve Report delivered to Administrative Agent, except such as may result, after the delivery of such Reserve Report, from customary (i) provisions of operating agreements requiring or allowing for the acquisition of the interests of any non-consenting parties so long as Borrower promptly notifies Administrative Agent thereofparties, (ii) any decreases resulting from reversion of interest to co-owners with respect to operations in which such co-owners elect not to consent, (iii) any decreases required to allow other working interest owners to make up or settle any imbalances, (iv) interests acquired pursuant to pooling statutes or (v) Dispositions of Oil and Gas Properties permitted in accordance with this Agreement. The ownership of such Oil and Gas Properties shall not in the aggregate obligate Borrower or any of its Restricted Subsidiaries or any of the other Loan Parties to bear costs and expenses relating to the maintenance, development and operations of such Oil and Gas Properties in an amount in excess of the working interests of such Oil and Gas Properties as shown in each such Reserve Report, except such as may result, after the delivery of such Reserve Report, from customary (i) any increases resulting from contribution requirements with respect to defaulting co-owners under applicable operating agreements or applicable Law, (ii) any increases that are accompanied by at least a proportionate increase in a Loan Parties’ net revenue interest and (iii) provisions of operating agreements requiring or allowing the parties thereto to pay the share of costs of a non-consenting party so long as Borrower promptly notifies Administrative Agent of such changes. Neither Borrower nor any of its Restricted Subsidiaries nor any of the other Loan Parties has conveyed or transferred to any other Person a beneficial interest in the Proved Oil and Gas Properties owned by it of record, whether pursuant to unrecorded assignments or transfers or accounting mechanisms, except to the extent disclosed or taken into account in the most recent Reserve Report. Borrower and each of its Restricted Subsidiaries and each of the other Loan Parties has paid in all material respects all royalties payable under the oil and gas leases concerning which it is an operator, except those (i) held in suspense in accordance with the applicable oil and gas lease and applicable Law and (ii) contested in accordance with the terms of the applicable joint operating agreement or otherwise contested in good faith and by appropriate proceedings and reserves for the payment of which are being maintained in accordance with GAAP.

Rights in Properties; Liens. (a) Each of The Borrower and its Subsidiaries each Guarantor has good and indefeasible title to all its material assets (other than real property or valid leasehold interests in its respective material Propertiesreal property, including the Properties reflected or goods sold on a consignment basis), in the financial statements described in Section 6.2 but excluding the Oil each case free and Gas Properties owned by Borrower and its Subsidiaries, and none clear of such Properties is subject to all Liens of any Lien, nature whatsoever except Permitted Liens. . With respect to real property or interests in real property, each of the Borrowers has (bi) Schedule 6.6(bgood and marketable fee title to all of its material owned real property, (each, a "Fee Property"), and (ii) sets forth a complete and accurate list valid leasehold interest in all of all Oil and Gas Properties owned the material real property leased by Borrower it (each, a "Leased Property"), each such Fee Property and each of its Subsidiaries on the Closing Date and such Leased Property being referred to individually as of the date of a "Company Property" in this Section 7.6), in each update thereof required hereunder, showing as of the date thereof the lessor, lessee, lease date, recording information and legal description for each oil, gas and/or mineral lease in which Borrower or any of its Subsidiaries has an interest, which leases shall be grouped by the applicable well or unit. Subject to Immaterial Title Deficiencies, Borrower and each of its Subsidiaries has good and defensible title in and to the Proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report. Such Proved Oil and Gas Properties are case free and clear of all Liens, easements, covenants, rights-of-way and other than Liens created similar restrictions of any nature whatsoever, except (A) Permitted Liens, (B) easements, covenants, rights-of-way and other similar restrictions of record, (C) any conditions that may be shown by a current, accurate survey or permitted physical inspection of any Company Property made prior to the date of this Agreement, (D) any immaterial condemnation or eminent domain proceeding affecting any real property that does not prevent such real property from being utilized by the Loan Documents, Liens set forth on Schedule 8.2, other permitted exceptions as reasonably approved by Administrative Agent and Liens otherwise permitted by Section 8.2. No Person other than such Person has any ownership interests, whether legal or beneficial, in such Person’s purported interests in such Oil and Gas Properties. (c) Borrower and each of its Subsidiaries owns (or, contemporaneously with the closing of any Acquisitions being financed through and closed substantially contemporaneously with the initial Credit Extension, will own) at least the net interest and production attributable to the xxxxx and units evaluated in each Reserve Report delivered to Administrative Agent, except such as may result, after the delivery of such Reserve Report, from customary provisions of operating agreements requiring or allowing for the acquisition of the interests of any non-consenting parties so long as Borrower promptly notifies Administrative Agent thereof. The ownership of such Properties shall not in the aggregate obligate Borrower or any of its Subsidiaries substantially for the purposes for which it was being utilized prior to bear costs such proceeding, and expenses relating to (E) (I) zoning, building and other similar restrictions, (II) Liens that have been placed by any developer, landlord or other third party on property over which the maintenance, development and operations of such Properties in an amount in excess of the working interests of such Properties as shown in each such Reserve Report, except such as may result, after the delivery of such Reserve Report, from customary provisions of operating agreements requiring Borrower or allowing the parties thereto to pay the share of costs of a non-consenting party so long as Borrower promptly notifies Administrative Agent of such changes. Neither Borrower nor any of its Subsidiaries has conveyed have easement rights or transferred to on any Leased Property and subordination or similar agreements relating thereto, and (III) unrecorded easements, covenants, rights-of-way or other Person a beneficial interest similar restrictions, none of which items set forth in clauses (I), (II) and (III), individually or in the Proved Oil aggregate, materially impair the continued use and Gas Properties owned by it operation of recordthe property to which they relate in the business of the Borrower or any Subsidiary, whether pursuant to unrecorded assignments or transfers or accounting mechanismsas now conducted.

Rights in Properties; Liens. (a) Each of Borrower and its Subsidiaries has good and indefeasible title to or valid leasehold interests in its respective material Properties, including the Properties reflected in the financial statements described in Section 6.2 but excluding the Oil and Gas Properties owned by Borrower and its Subsidiaries, and none of such Properties is subject to any Lien, except Permitted Liens. (b) Schedule 6.6(b) sets forth a complete and accurate list of all Oil and Gas Properties owned by Borrower and each of its Subsidiaries on the Closing Date and as of the date of each update thereof required hereunder, showing as of the date thereof the lessor, lessee, lease date, recording information and legal description for each oil, gas and/or mineral lease in which Borrower or any of its Subsidiaries has an interest, which leases shall be grouped by the applicable well or unit. Subject to Immaterial Title Deficiencies, Borrower and each of its Subsidiaries has good and defensible title in and to the Proved such Oil and Gas Properties evaluated in the most recently delivered Reserve ReportProperties. Such Proved Oil and Gas Properties are free and clear of all Liens, other than Liens created or permitted by the Loan Documents, Liens set forth on Schedule 8.2, other permitted exceptions as reasonably approved by Administrative Agent and Liens otherwise permitted by Section 8.2. No Person other than such Person has any ownership interests, whether legal or beneficial, in such Person’s purported interests in such Oil and Gas Properties. (c) The Mortgaged Properties are described in and covered by the Reserve Reports which have previously been delivered to and relied upon by Administrative Agent and the Lenders in connection with this Agreement. Borrower has provided Administrative Agent with title information and title data acceptable to Administrative Agent reflecting title to the Oil and Gas Properties of Borrower and its Subsidiaries in those Oil and Gas Properties that in the aggregate represent not less than 80% the Recognized Value of all Proved Oil and Gas Properties evaluated in the most recent Reserve Report. Borrower and each of its Subsidiaries owns (or, contemporaneously with the closing of any Acquisitions being financed through and closed substantially contemporaneously with the initial Credit Extension, will own) at least the net interest and production attributable to the xxxxx and units evaluated in each Reserve Report delivered to Administrative Agent, except such as may result, after the delivery of such Reserve Report, from customary provisions of operating agreements requiring or allowing for the acquisition of the interests of any non-consenting parties so long as Borrower promptly notifies Administrative Agent thereof. The ownership of such Properties shall not in the aggregate obligate Borrower or any of its Subsidiaries to bear costs and expenses relating to the maintenance, development and operations of such Properties in an amount in excess of the working interests of such Properties as shown in each such Reserve Report, except such as may result, after the delivery of such Reserve Report, from customary provisions of operating agreements requiring or allowing the parties thereto to pay the share of costs of a non-consenting party so long as Borrower promptly notifies Administrative Agent of such changes. Neither Borrower nor any of its Subsidiaries has conveyed or transferred to any other Person a beneficial interest in the Proved Oil and Gas Properties owned by it of record, whether pursuant to unrecorded assignments or transfers or accounting mechanisms, except to the extent disclosed or taken into account in the most recent Reserve Report. Borrower and each of its Subsidiaries has paid all royalties payable under the oil and gas leases concerning which it is an operator, except to those contested in accordance with the terms of the applicable joint operating agreement or otherwise contested in good faith and by appropriate proceedings and reserves for the payment of which are being maintained in accordance with GAAP.

Rights in Properties; Liens. (a) Each of Borrower and its Subsidiaries and the other Obligated Parties has good and indefeasible title to or valid leasehold interests in its respective material Properties, including the Properties reflected in the financial statements described in Section 6.2 but excluding the Oil and Gas Properties owned by Borrower and its SubsidiariesSubsidiaries and the other Obligated Parties, and none of such Properties is subject to any Lien, except Permitted Liens. (b) Schedule 6.6(b) sets forth a complete and accurate list of all Oil and Gas Properties owned by Borrower and each of its Subsidiaries and each of the other Obligated Parties on the Closing Date and as of the date of each update thereof required hereunder, showing as of the date thereof the lessor, lessee, lease date, recording information and legal description for each oil, gas and/or mineral lease in which Borrower or any of its Subsidiaries or any of the other Obligated Parties has an interest, which leases shall be grouped by the applicable well or unit. Subject to Immaterial Title Deficiencies, Borrower and each of its Subsidiaries and each of the other Obligated Parties has good and defensible title in and to the Proved such Oil and Gas Properties evaluated in the most recently delivered Reserve ReportProperties. Such Proved Oil and Gas Properties are free and clear of all Liens, other than Liens created or permitted by the Loan Documents, Liens set forth on Schedule 8.2, other permitted exceptions as reasonably approved by Administrative Agent Lender and Liens otherwise permitted by Section 8.2. No Person other than such Person has any ownership interests, whether legal or beneficial, in such Person’s purported interests in such Oil and Gas Properties. (c) The Mortgaged Properties are described in and covered by the Reserve Reports which have previously been delivered to and relied upon by Lender in connection with this Agreement. Borrower has provided Lender with title information and title data acceptable to Lender reflecting title to the Oil and Gas Properties of Borrower and its Subsidiaries and the other Obligated Parties in those Oil and Gas Properties that in the aggregate represent not less than 80% of the Recognized Value of all Oil and Gas Properties evaluated in the most recent Reserve Report and that are encumbered by the Mortgages. Borrower and each of its Subsidiaries and each of the other Obligated Parties owns (or, contemporaneously with the closing of any Acquisitions being financed through and closed substantially contemporaneously with the initial Credit Extension, will own) at least the net interest and production attributable to the xxxxx and units evaluated in each Reserve Report delivered to Administrative AgentLender, except such as may result, after the delivery of such Reserve Report, from customary provisions of operating agreements requiring or allowing for the acquisition of the interests of any non-consenting parties so long as Borrower promptly notifies Administrative Agent Lender thereof. The ownership of such Properties properties shall not in the aggregate obligate Borrower or any of its Subsidiaries or any of the other Obligated Parties to bear costs and expenses relating to the maintenance, development and operations of such Properties properties in an amount in excess of the working interests of such Properties properties as shown in each such Reserve Report, except such as may result, after the delivery of such Reserve Report, from customary provisions of operating agreements requiring or allowing the parties thereto to pay the share of costs of a non-consenting party so long as Borrower promptly notifies Administrative Agent Lender of such changes. Neither Borrower nor any of its Subsidiaries nor any of the other Obligated Parties has conveyed or transferred to any other Person a beneficial interest in the Proved Oil and Gas Properties owned by it of record, whether pursuant to unrecorded assignments or transfers or accounting mechanisms., except to the extent disclosed or taken into account in the most recent Reserve Report. Borrower and each of its Subsidiaries and each of the other Obligated Parties has paid all royalties payable under the oil and gas leases concerning which it is an operator, except to those contested in accordance with the terms of the applicable joint operating agreement or otherwise contested in good faith and by appropriate proceedings and reserves for the payment of which are being maintained in accordance with GAAP. CREDIT AGREEMENT – Page 50

Rights in Properties; Liens. (a) Except as would not reasonably be expected to result in a Material Adverse Event, Each of Borrower and its Subsidiaries Credit Party has good and indefeasible valid title to or valid leasehold interests in its respective material Properties, including the Properties reflected in the financial statements described in Section 6.2 but excluding (other than the Oil and Gas Properties owned by Borrower and its SubsidiariesProperties, which are addressed in clause (b) below), and none of such Properties is subject to any Lien, except Permitted Liens. (b) Schedule 6.6(b6.11(b) sets forth a complete and accurate list of all Oil and Gas Properties owned by Borrower and each of its Subsidiaries the Credit Parties on the Closing Date and or as of the date of each update thereof required hereunder, as applicable, which is consistent with the Reserve Report most recently delivered to the Lenders, as updated by any Return Certificate, as to all Oil and Gas Properties other than those disposed of in compliance with this Agreement, showing as of the date thereof the lessor, lessee, lease date, date and recording information and legal description for each oil, gas and/or mineral lease in which Borrower or any of its Subsidiaries each Credit Party has an interest, which leases shall be grouped by the applicable well or unit. Subject to Immaterial Each Credit Party has Defensible Title Deficiencies, Borrower and each of its Subsidiaries has good and defensible title in and to such Oil and Gas Properties, except to the Proved extent any failure to have Defensible Title to such Oil and Gas Properties evaluated in does not cause the Title Requirement to be unsatisfied. To the knowledge of the Credit Parties, the Reserve Report most recently delivered Reserve Report. Such Proved Oil and Gas Properties are free and clear of to the Lenders, as updated by any Return Certificate, accurately reflects all Liens, other than Liens created or permitted by the Loan Documents, Liens set forth on Schedule 8.2, other permitted exceptions as reasonably approved by Administrative Agent and Liens otherwise permitted by Section 8.2. No Person other than such Person has any ownership interests, whether legal or beneficial, in such PersonCredit Party’s purported interests in such Oil and Gas PropertiesProperties contained therein. (c) Borrower All of each Credit Party’s material leases and each agreements (other than any that are included within the Oil and Gas Properties) necessary for the conduct of its Subsidiaries owns (orthe business of such Credit Party are valid and subsisting, contemporaneously in full force and effect, and there exists no default or event or circumstance which with the closing giving of notice or the passage of time or both would give rise to a default under any such lease or leases that could be reasonably expected to result in the termination of any Acquisitions being financed through such leases that would have a material adverse effect on the business of the Credit Parties (taken as a whole). (d) No Oil and closed substantially contemporaneously Gas Property with respect to which a Credit Party or its Affiliate is responsible for the marketing and production of the Hydrocarbons from such Oil and Gas Property is subject to any contractual or other arrangement (including any contractual or other arrangement maintained by an Affiliate of a Credit Party) (i) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (not in excess of 60 days) or (ii) whereby payments are made to a Credit Party other than by checks, drafts, wire transfer advises or other similar writings, instruments or communications for the immediate payment of money. Except as set forth on Schedule 6.11(d) (as may be updated from time to time by Borrower with the initial Credit Extension, will own) at least the net interest and production attributable to the xxxxx and units evaluated in each Reserve Report delivered to consent of Administrative Agent, except such as may result, after consent not to be unreasonably withheld unless any such update is or could reasonably be expected to be materially adverse to the delivery Lenders based on economic terms): no Oil and Gas Property is subject to any contractual or other arrangement (including any contractual or other arrangement maintained by an Affiliate of such Reserve Report, from customary provisions of operating agreements requiring or allowing a Credit Party) for the acquisition sale, processing or transportation of the interests of any non-consenting parties so long as Borrower promptly notifies Administrative Agent thereof. The ownership of such Properties shall not in the aggregate obligate Borrower production (or any of its Subsidiaries to bear costs and expenses relating otherwise related to the maintenancemarketing of production) which cannot be canceled on 60 days’ (or less) notice without penalty or detriment for the sale of production from the Credit Parties’ Hydrocarbons (including, development without limitation, calls on or other rights to purchase, production, whether or not the same are currently being exercised) that pertain to the sale of production at a fixed price and operations of such Properties in an amount in excess of have a maturity or expiry date longer than six (6) months from the working interests of such Properties as shown in each such Reserve Report, except such as may result, after the delivery of such Reserve Report, from customary provisions of operating agreements requiring or allowing the parties thereto to pay the share of costs of a non-consenting party so long as Borrower promptly notifies Administrative Agent of such changes. Neither Borrower nor any of its Subsidiaries has conveyed or transferred to any other Person a beneficial interest in the Proved date thereof. (e) The Oil and Gas Properties owned with respect to which a Credit Party is the operator (and all properties unitized therewith) are being (and, to the extent the same could adversely affect the ownership or operation of the Oil and Gas Properties after the date hereof, have in the past been) maintained, operated and developed by it such Credit Party, and the Credit Parties are using commercially reasonable efforts to cause the operators of recordany other Oil and Gas Properties to maintain, operate and develop such Oil and Gas Properties, in a good and workmanlike manner, in accordance with prudent industry standards and in conformity with all applicable Laws and in conformity with all oil, gas or other mineral leases and other contracts and agreements forming a part of the Oil and Gas Property and in conformity with the Permitted Liens, except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Event. No Oil and Gas Property is subject to having allowable production after the date hereof reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether pursuant or not the same was permissible at the time) prior to unrecorded assignments the date hereof and none of the xxxxx located on the Oil and Gas Properties (or transfers properties unitized therewith) are or accounting mechanismswill be deviated from the vertical more than the maximum permitted by applicable laws, regulations, rules and orders of a Governmental Authority, and such xxxxx are bottomed under and producing from, with the well bores wholly within, the Oil and Gas Properties (or, in the case of xxxxx located on properties unitized therewith, such unitized properties). (f) With respect to Oil and Gas Properties where a Credit Party is the operator, such Person is duly qualified in the jurisdictions in which such Oil and Gas Properties are located to serve as operator thereof and the rights and such Properties presently owned, leased or licensed by such Credit Party including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit such Credit Party to conduct its business for such Properties in substantially the same manner as being conducted on the date hereof. To Borrower’s knowledge, with respect to Oil and Gas Properties where another Person is the operator, such Person is duly qualified in the jurisdictions in which such Oil and Gas Properties are located to serve as operator thereof the rights and such Properties presently owned, leased or licensed by a Credit Party, or such operator, including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit such Credit Party, or such operator, to conduct its business for such Properties in substantially the same manner as being conducted on the date hereof. (g) There are no outstanding preferential rights to purchase or consents to assignment affecting the Credit Parties’ interests in Oil and Gas Properties that have not been disclosed to Administrative Agent in Schedule 6.11(g).

Rights in Properties; Liens. (a) Each of Borrower Loan Party and its Restricted Subsidiaries has good and indefeasible title to or valid leasehold interests in its respective material Properties, including the Properties reflected in the financial statements described in Section 6.2 but excluding 6.2, other than the Oil and Gas Properties owned by Borrower and its SubsidiariesRestricted Subsidiaries and the other Loan Parties that are covered by clause (b) below, and none of such Properties of any Loan Party or any of its Restricted Subsidiaries is subject to any Lien, except Permitted Liens. (b) Schedule 6.6(b) sets forth a complete and accurate list of all Oil and Gas Properties owned by Borrower and each of its Restricted Subsidiaries on the Closing Date and as of the date of each update thereof required hereunder, showing as of the date thereof the lessor, lessee, lease date, recording information and legal description for each oil, gas and/or mineral lease in which Borrower or any of its Subsidiaries has an interest, which leases shall be grouped by the applicable well or unit. Subject to Immaterial Title Deficiencies, Borrower and each of its Subsidiaries the other Loan Parties has good and defensible title in and to the Proved Oil and Gas Properties evaluated described in the most recently recently-delivered Reserve Report, subject to Permitted Liens and Immaterial Title Deficiencies. Such Proved Oil and Gas Properties are free and clear of all Liens, other than Liens created or permitted by the Loan Documents, Liens set forth on Schedule 8.2, other permitted exceptions as reasonably approved by Administrative Agent and Liens otherwise permitted by Section 8.2. No Person other than such Person has any ownership interests, whether legal or beneficial, in such Person’s purported interests in such Oil and Gas Propertiesexcept Excepted Liens. (c) Subject to Excepted Liens and Immaterial Title Deficiencies, Borrower and each of its Restricted Subsidiaries and each of the other Loan Parties owns (or, contemporaneously with the closing of any Acquisitions being financed through and closed substantially contemporaneously with the initial Credit ExtensionSpecified Mergers, will own) at least the net interest and production attributable to the xxxxx and units evaluated in each Reserve Report delivered to Administrative Agent, except such as may result, after the delivery of such Reserve Report, from customary (i) provisions of operating agreements requiring or allowing for the acquisition of the interests of any non-consenting parties so long as Borrower promptly notifies Administrative Agent thereofparties, (ii) any decreases resulting from reversion of interest to co-owners with respect to operations in which such co-owners elect not to consent, (iii) any decreases required to allow other working interest owners to make up or settle any imbalances, (iv) interests acquired pursuant to pooling statutes or (v) Dispositions of Oil and Gas Properties permitted in accordance with this Agreement. The ownership of such Oil and Gas Properties shall not in the aggregate obligate Borrower or any of its Restricted Subsidiaries or any of the other Loan Parties to bear costs and expenses relating to the maintenance, development and operations of such Oil and Gas Properties in an amount in excess of the working interests of such Oil and Gas Properties as shown in each such Reserve Report, except such as may result, after the delivery of such Reserve Report, from customary (i) any increases resulting from contribution requirements with respect to defaulting co-owners under applicable operating agreements or applicable Law, (ii) any increases that are accompanied by at least a proportionate increase in a Loan Parties’ net revenue interest and (iii) provisions of operating agreements requiring or allowing the parties thereto to pay the share of costs of a non-non consenting party so long as Borrower promptly notifies Administrative Agent of such changes. Neither Borrower nor any of its Restricted Subsidiaries nor any of the other Loan Parties has conveyed or transferred to any other Person a beneficial interest in the Proved Oil and Gas Properties owned by it of record, whether pursuant to unrecorded assignments or transfers or accounting mechanisms, except to the extent disclosed or taken into account in the most recent Reserve Report. Borrower and each of its Restricted Subsidiaries and each of the other Loan Parties has paid in all material respects all royalties payable under the oil and gas leases concerning which it is an operator, except those (i) held in suspense in accordance with the applicable oil and gas lease and applicable Law and (ii) contested in accordance with the terms of the applicable joint operating agreement or otherwise contested in good faith and by appropriate proceedings and reserves for the payment of which are being maintained in accordance with GAAP.

Rights in Properties; Liens. (a) Each of Borrower Loan Party and its Restricted Subsidiaries has good (i) good, sufficient and indefeasible legal title to or (in the case of fee interests in real Property), (ii) valid leasehold interests (in its respective material Propertiesthe case of leasehold interests in real or personal Property) and (iii) good title (in the case of all other personal Property), including the Properties reflected in the financial statements described in Section 6.2 but excluding the Oil and Gas Properties owned by Borrower and its Subsidiaries5.2, in each case, subject to Permitted Liens, and none of such the Properties of any Loan Party or any of its Restricted Subsidiaries is subject to any Lien, except Permitted Liens. No Loan Party maintains inventory or equipment (including without limitation grinders and vehicles) with aggregate value per location in excess of $5,000,000 at any third party leased location. All leases that individually or in the aggregate are material to the business or operations of the Borrower and its Restricted Subsidiaries are valid and subsisting and are in full force except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the First Amendment Effective Date, no Loan Party owns any real property (including any Oil and Gas Property) in any county or parish other than Andrews, Loving, Pecos, Reeves and Xxxxxxx Counties, Texas and Eddy and Lea Counties, New Mexico. The Mortgages executed and delivered on the Closing Date pursuant to Section 4.1(j) and the Mortgages executed and delivered on or about the First Amendment Effective Date collectively contain accurate and complete legal descriptions of all real property interests owned by any Loan Party. (b) Schedule 6.6(b) sets forth a complete and accurate list No material termination or suspension of all Oil and Gas Properties owned by Borrower and each of its Subsidiaries on the Closing Date and as any business or any operation of the date of each update thereof required hereunder, showing as Loan Parties due to an adverse change in the regulatory enforcement of the date thereof the lessorLoan Parties’ business which is conducted on its Properties has occurred, lessee, lease date, recording information and legal description for each oil, gas and/or mineral lease in which Borrower or any of its Subsidiaries has an interest, which leases shall be grouped by the applicable well or unit. Subject to Immaterial Title Deficiencies, Borrower and each of its Subsidiaries has good and defensible title in and to the Proved Oil and Gas Properties evaluated except matters in the most recently delivered Reserve Report. Such Proved Oil and Gas Properties are free and clear of all Liens, other than Liens created or permitted by the Loan Documents, Liens set forth on Schedule 8.2, other permitted exceptions as aggregate which could not reasonably approved by Administrative Agent and Liens otherwise permitted by Section 8.2. No Person other than such Person has any ownership interests, whether legal or beneficial, be expected to result in such Person’s purported interests in such Oil and Gas Propertiesa Material Adverse Effect. (c) Borrower All Rights of Way and each Deeds necessary for the conduct of its Subsidiaries owns the business of the Loan Parties 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 materially interfere with the ordinary conduct of business of the Loan Parties taken as a whole or materially detract from the value or the use of the property of the Loan Parties. All rental and other payments due under any Rights of Way or Deeds by any Loan Party have been duly paid in accordance with the terms thereof, except to the extent such rental or other payments are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP or where the failure to pay could not reasonably be expect to materially interfere with the ordinary conduct of business of the Loan Parties taken as a whole or materially detract from the value or the use of the property of the Loan Parties. (d) The rights and real and personal property presently owned, leased or licensed by the Loan Parties, including all Rights of Way and Deeds, include all rights and real and personal properties necessary to permit the Loan Parties to conduct their businesses in all material respects in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar property. (e) No eminent domain proceeding or taking has been commenced or, contemporaneously with to the closing knowledge of any Acquisitions being financed through and closed substantially contemporaneously with the initial Credit Extension, will own) at least the net interest and production attributable to the xxxxx and units evaluated in each Reserve Report delivered to Administrative Agent, except such as may result, after the delivery of such Reserve Report, from customary provisions of operating agreements requiring or allowing for the acquisition of the interests of any non-consenting parties so long as Borrower promptly notifies Administrative Agent thereof. The ownership of such Properties shall not in the aggregate obligate Borrower Loan Parties, is contemplated with respect to all or any of its Subsidiaries to bear costs Material Real Estate. (f) The Collateral does not include, and expenses relating to the maintenanceno Security Instrument encumbers, development and operations of such Properties in an amount in excess of the working interests of such Properties any “building” (as shown in each such Reserve Report, except such as may result, after the delivery of such Reserve Report, from customary provisions of operating agreements requiring or allowing the parties thereto to pay the share of costs of a non-consenting party so long as Borrower promptly notifies Administrative Agent of such changes. Neither Borrower nor any of its Subsidiaries has conveyed or transferred to any other Person a beneficial interest defined in the Proved Oil and Gas Properties applicable Flood Insurance Regulation) or “manufactured (mobile) home” (as defined in the applicable Flood Insurance Regulation) located on real property owned or leased by it of record, whether pursuant to unrecorded assignments or transfers or accounting mechanismsany Loan Party.