Common use of Title; Liens; Priority of Liens Clause in Contracts

Title; Liens; Priority of Liens. Each Loan Party (a) has Marketable Title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) owns the personal property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties other than Permitted Liens, and (c) has Marketable Title to the working and net revenue interests in the Borrowing Base Oil and Gas Properties as reflected on the Mortgage encumbering such Borrowing Base Oil and Gas Properties, subject to the limitations and qualifications set forth in such Mortgage. Except as reflected on the Mortgage encumbering such Borrowing Base Oil and Gas Properties, all such shares of production which the Borrower and each other applicable Loan Party is entitled to receive, and shares of expenses which the Borrower and each other applicable Loan Party is obligated to bear, are not subject to change, except for changes attributable to future elections by the Borrower and each other applicable Loan Party not to participate in operations proposed pursuant to customary forms of applicable joint operating agreements, and except for changes attributable to changes in participating areas under any federal units wherein participating areas may be formed, enlarged or contracted in accordance with the rules and regulations of the applicable Governmental Authority. Upon the proper filing of UCC financing statements, the recording of the Mortgages, and the taking of the other actions required by the Administrative Agent, the Liens granted in property pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent, for the ratable benefit of the Lenders, subject to Permitted Liens. The property of the Loan Parties is subject to no Liens, other than Permitted Liens.

Title; Liens; Priority of Liens. Each Loan Party (a) has Marketable Title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and that such ownership includes record title to an undivided net revenue interest in the production from each such Oil and Gas Property that is not less than, as well as an undivided working interest in each Oil and Gas Property that is not greater than (unless there is a corresponding increase in the net revenue interest attributed to such party therein), the net revenue interest therein and the working interest therein, respectively, reflected on the Mortgage encumbering such Oil Quest Cherokee Second Lien Senior Term Loan Agreement and Gas Property, subject to the limitations and qualifications set forth in such Mortgage (or on any supplement, amendment or modification thereof) or new Mortgage executed in connection with any Oil and Gas Property that becomes Collateral after the Closing Date, and (b) owns the personal property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties other than Permitted Liens, and (c) has Marketable Title to the working and net revenue interests in the Borrowing Base Oil and Gas Properties as reflected on the Mortgage encumbering such Borrowing Base Oil and Gas Properties, subject to the limitations and qualifications set forth in such Mortgage. Except as reflected on the Mortgage encumbering such Borrowing Base Oil and Gas Properties, all such shares of production which the Borrower and each other applicable Loan Party is entitled to receive, and shares of expenses which the Borrower and each other applicable Loan Party is obligated to bear, are not subject to change, except for changes attributable to future elections by the Borrower and each other applicable Loan Party not to participate in operations proposed pursuant to customary forms of applicable joint operating agreements, and except for changes attributable to changes in participating areas under any federal units wherein participating areas may be formed, enlarged or contracted in accordance with the rules and regulations of the applicable Governmental Authority. Upon the proper filing of UCC financing statements, the recording of the Mortgages, and the taking of the other actions required by the Administrative Agent, the Liens granted in property pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent, for the ratable benefit of the Lenders, subject to Permitted Liens. The property of the Loan Parties is subject to no Liens, other than Permitted Liens.

Title; Liens; Priority of Liens. Each Loan Party (a) has Marketable Title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) owns the personal property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties other than Permitted Liens, and (c) has Marketable Title to the working and net revenue interests in the Borrowing Base Oil and Gas Properties as reflected on the Mortgage encumbering such Borrowing Base Oil and Gas Properties, subject to the limitations and qualifications set forth in such Mortgage. Except as reflected on the Mortgage encumbering such Borrowing Base Oil and Gas Properties, all such shares of production which the each Borrower and each other applicable Loan Party is entitled to receive, and shares of expenses which the each Borrower and each other applicable Loan Party is obligated to bear, are not subject to change, except for changes attributable to future elections by the each such Borrower and each other applicable Loan Party not to participate in operations proposed pursuant to customary forms of applicable joint operating agreements, and except for changes attributable to changes in participating areas under any federal units wherein participating areas may be formed, enlarged or contracted in accordance with the rules and regulations of the applicable Governmental Authority. Upon the proper filing of UCC financing statements, the recording of the Mortgages, and the taking of the other actions required by the Administrative Agent, the Liens granted in property pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent, for the ratable benefit of the Lenders, subject to Permitted Liens. The property of the Loan Parties is subject to no Liens, other than Permitted Liens.

Title; Liens; Priority of Liens. Each of Borrower, each Loan Party Party, and each other Subsidiary (a) has good record and Marketable Title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) owns own the personal property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties other than Permitted Liensthose permitted under Section 7.01, and (c) has have Marketable Title to the working and net revenue interests in the Borrowing Base Oil and Gas Properties as reflected set out on Exhibit B and (d) have granted first priority Liens and security interests in favor of the Mortgage encumbering such Borrowing Base Oil Agent, for the benefit of the Lenders, in the Collateral that is required under this Agreement and Gas Properties, subject to the limitations and qualifications set forth in such MortgageCollateral Documents. Except as reflected on set out in the Mortgage encumbering such Borrowing Base Oil instruments and Gas Propertiesagreements, if any, more particularly described in Exhibit B hereto, all such shares of production which the Borrower and each other applicable Loan Party is entitled to receive, and shares of expenses which the Borrower and each other applicable Loan Party is obligated to bear, are not subject to change, except for changes attributable to future elections by the Borrower and each other applicable Loan Party not to participate in operations proposed pursuant to customary forms of applicable joint operating agreements, and except for changes attributable to changes in participating areas under any federal units wherein participating areas may be formed, enlarged or contracted in accordance with the rules and regulations of the applicable Governmental Authority. Upon the proper filing of UCC financing statementsstatements in the proper locations, the proper recording of mortgages in the Mortgagesproper office, and the taking of the other actions required by the Administrative AgentRequired Lenders, the Liens granted in property pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent, for the ratable benefit of the Agent and Lenders, subject to Permitted Liens. The property of the Loan Parties Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens. All such shares of production which the Borrower is entitled to receive, and shares of expenses which the Borrower is obligated to bear, are not subject to change, except for changes attributable to future elections by the Borrower not to participate in operations proposed pursuant to customary forms of applicable joint operating agreements, and except for changes attributable to changes in participating areas under any federal units wherein participating areas may be formed, enlarged or contracted in accordance with the rules and regulations of the applicable governmental authority.

Title; Liens; Priority of Liens. Each Loan Party Borrowers (a) has have Marketable Title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its their business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) owns own the personal property granted by it them as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties other than Permitted Liens, and (c) has have Marketable Title to the working and net revenue interests in the Borrowing Base Oil and Gas Properties as reflected set out on the Mortgage encumbering such Borrowing Base Oil and Gas Properties, subject to the limitations and qualifications set forth in such Mortgage. Exhibit A. Except as reflected on set out in the Mortgage encumbering such Borrowing Base Oil instruments and Gas Propertiesagreements, if any, more particularly described in Exhibit A hereto, all such shares of production which the Borrower Borrowers and each other applicable Loan Party is are entitled to receive, and shares of expenses which the Borrower and each other applicable Loan Party is Borrowers are obligated to bearbear as set forth on Exhibit A, are not subject to change, except for changes attributable to future elections by the Borrower and each other applicable Borrowers or such Loan Party not to participate in operations proposed pursuant to customary forms of applicable joint operating agreements, and except for changes attributable to changes in participating areas under any federal units wherein participating areas may be formed, enlarged or contracted in accordance with the rules and regulations of the applicable Governmental Authority. Upon the proper filing of UCC financing statements, the recording of the Mortgagesmortgages, and the taking of the other actions required by the Administrative Agent, the Liens granted in property pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent, for the ratable benefit of the LendersBanks, subject to other than Permitted Liens. The property of the Loan Parties Borrowers and their Subsidiaries is subject to no Liens, other than Permitted Liens.

Title; Liens; Priority of Liens. Each Loan Party Borrowers (a) has have Marketable Title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its their business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) owns own the personal property granted by it them as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties other than Permitted Liens, and (c) has have Marketable Title to the working and net revenue interests in the Borrowing Base Borrower Oil and Gas Properties as reflected set out on the Mortgage encumbering such Borrowing Base Oil and Gas Properties, subject to the limitations and qualifications set forth in such Mortgage. Exhibit A. Except as reflected on set out in the Mortgage encumbering such Borrowing Base Oil instruments and Gas Propertiesagreements, if any, more particularly described in Exhibit A hereto, all such shares of production which the Borrower Borrowers and each other applicable Loan Party is are entitled to receive, and shares of expenses which the Borrower and each other applicable Loan Party is Borrowers are obligated to bearbear as set forth on Exhibit A, are not subject to change, except for changes attributable to future elections by the Borrower and each other applicable Borrowers or such Loan Party not to participate in operations proposed pursuant to customary forms of applicable joint operating agreements, and except for changes attributable to changes in participating areas under any federal units wherein participating areas may be formed, enlarged or contracted in accordance with the rules and regulations of the applicable Governmental Authority. Upon the proper filing of UCC financing statements, the recording of the Mortgagesmortgages, and the taking of the other actions required by the Administrative Agent, the Liens granted in property pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent, for the ratable benefit of the LendersBanks, subject to other than Permitted Liens. The property of the Loan Parties Borrowers and their Subsidiaries is subject to no Liens, other than Permitted Liens. The Borrowers acknowledge and agree that (a) this Agreement is the “Credit Agreement” as defined in the Original Borrowers Security Agreement, (b) this Agreement is the “Credit Agreement” as defined in the Supplemental Borrowers Security Agreement and (c) the Obligations are secured by the “Collateral” (as defined in the Original Borrowers Security Agreement) and the “Collateral” (as defined in the Supplemental Borrowers Security Agreement), in each case to the extent such Collateral constitutes Kansas Assets.

Title; Liens; Priority of Liens. Each Loan Party (a) has Marketable Title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) owns the personal property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties other than Permitted Liens, and (c) has Marketable Title to the working and net revenue interests in the Borrowing Base Oil and Gas Properties as reflected on the Mortgage encumbering such Borrowing Base Oil and Gas Properties, subject to the limitations and qualifications set forth in such Mortgage. Except as reflected on the Mortgage encumbering such Borrowing Base Oil and Gas Properties, all such shares of production which the each Borrower and each other applicable Loan Party is entitled to receive, and shares of expenses which the each Borrower and each other applicable Loan Party is obligated to bear, are not subject to change, except for changes attributable to future elections by the each such Borrower and each other applicable Loan Party not to participate in operations proposed pursuant to customary forms of applicable joint operating agreements, and except for changes attributable to changes in participating areas under any federal units wherein participating areas may be formed, enlarged or contracted in accordance with the rules and regulations of the applicable Governmental Authority. Upon the proper filing of UCC financing statements, the recording of the Mortgages, and the taking of the other actions required by the Borrowing Base Credit Agreement Administrative Agent, the Liens granted by Borrowers in property pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral constituting the Borrowing Base Oil and Gas Properties and the Bluestem Gathering System in favor of the Administrative Agent, for the ratable benefit of the Lenders, subject to Permitted Liens. Liens and, in the case of Collateral consisting of the KPC Pipeline, second perfected Liens in favor of the Administrative Agent, for the ratable benefit of the Lenders, subject to the Permitted Liens The property of the Loan Parties is subject to no Liens, other than Permitted Liens.

Title; Liens; Priority of Liens. Each Loan Party (a) has Marketable Title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) owns the personal property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties other than Permitted Liens, and (c) has Marketable Title to the working and net revenue interests in the Borrowing Base Oil and Gas Properties as reflected on the Mortgage encumbering such Borrowing Base Oil and Gas Properties, subject to the limitations and qualifications set forth in such Mortgage. Except as reflected on the Mortgage encumbering such Borrowing Base Oil and Gas Properties, all such shares of production which the each Borrower and each other applicable Loan Party is entitled to receive, and shares of expenses which the each Borrower and each other applicable Loan Party is obligated to bear, are not subject to change, except for changes attributable to future elections by the each such Borrower and each other applicable Loan Party not to participate in operations proposed pursuant to customary forms of applicable joint operating agreements, and except for changes attributable to changes in participating areas under any federal units wherein participating areas may be formed, enlarged or contracted in accordance with the rules and regulations of the applicable Governmental Authority. Upon the proper filing of UCC financing statements, the recording of the Mortgages, and the taking of the other actions required by the Administrative Agent, the Liens granted by Borrowers in property pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral constituting the KPC Pipeline in favor of the Administrative Agent, for the ratable benefit of the Lenders, subject to Permitted Liens and, in the case of Collateral consisting of the Borrowing Base Oil and Gas Properties and the Bluestem Gathering System, second perfected Liens in favor of the Administrative Agent, for the ratable benefit of the Lenders, subject to the Permitted Liens. The property of the Loan Parties is subject to no Liens, other than Permitted Liens.

Title; Liens; Priority of Liens. Each of Borrower, each Loan Party Party, and each other Subsidiary (a) has good record and Marketable Title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) owns own the personal property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties other than Permitted Liensthose permitted under Section 7.01, and (c) has have Marketable Title to the working and net revenue interests in the Borrowing Base Oil and Gas Properties as reflected set out on the Mortgage encumbering such Borrowing Base Oil and Gas Properties, subject to the limitations and qualifications set forth in such Mortgage. Exhibit B. Except as reflected on set out in the Mortgage encumbering such Borrowing Base Oil instruments and Gas Propertiesagreements, if any, more particularly described in Exhibit B hereto, all such shares of production which the Borrower and each other applicable Loan Party is entitled to receive, and shares of expenses which the Borrower and each other applicable Loan Party is obligated to bear, are not subject to change, except for changes attributable to future elections by the Borrower and each other applicable Loan Party not to participate in operations proposed pursuant to customary forms of applicable joint operating agreements, and except for changes attributable to changes in participating areas under any federal units wherein participating areas may be formed, enlarged or contracted in accordance with the rules and regulations of the applicable Governmental Authority. Upon the proper filing of UCC financing statementsstatements in the proper locations, the proper recording of mortgages in the Mortgagesproper office, and the taking of the other actions required by the Administrative AgentRequired Lenders, the Liens granted in property pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of the Administrative Agent, for the ratable benefit of the Agent and Lenders, except to the Collateral subject to Permitted Liensthe Texaco Lien which will be in an inferior and subordinate position to such Lien. The property of the Loan Parties Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens. All such shares of production which the Borrower is entitled to receive, and shares of expenses which the Borrower is obligated to bear, are not subject to change, except for changes attributable to future elections by the Borrower not to participate in operations proposed pursuant to customary forms of applicable joint operating agreements, and except for changes attributable to changes in participating areas under any federal units wherein participating areas may be formed, enlarged or contracted in accordance with the rules and regulations of the applicable governmental authority.