Common use of Title to Mortgaged Properties Clause in Contracts

Title to Mortgaged Properties. Except as set forth on Schedule 4.15 attached hereto, each Credit Party has Defensible Title to each Mortgaged Property having a book cost in excess of $200,000 (except to the extent that (a) such assets have thereafter been disposed of in compliance with this Agreement or (b) leases for such property have expired pursuant to their terms), in each case free and clear of all Liens, except (i) Permitted Liens, (ii) obligations or duties to any municipality or public authority with respect to any franchise, grant, license or permit and all applicable laws, rules, regulations and orders of any Governmental Authority, (iii) all lessors’ royalties, overriding royalties, net profits interests, production payments, carried interests, reversionary interests and other burdens on or deductions from the proceeds of production, (iv) the terms and conditions of joint operating agreements and other oil and gas contracts, (v) all rights to consent by required notices to, and filing with or other actions by governmental or tribal entities, if any, in connection with the change of ownership or control of an interest in federal, state, trial or other domestic governmental oil and gas leases, if the same are customarily obtained subsequent to such change of ownership or control, but only insofar as such consents, notices, filings and other actions relate to the transactions contemplated by this Agreement, (vi) any preferential purchase rights, (vii) required third party consents to assignment, (viii) conventional rights of reassignment prior to abandonment and (ix) the terms and provisions of oil and gas leases, unit agreements, pooling agreements, and other documents creating interests comprising the oil and gas properties; provided, however, the exceptions described in clauses (i) through (viii) inclusive above are qualified to include only those exceptions in each case which do not operate to (A) reduce the net revenue interest of any Credit Party below that set forth in the Reserve Report, (B) increase the proportionate share of costs and CARRIZO REVOLVING CREDIT AGREEMENT Index expenses of leasehold operations attributable to or to be borne by the working interest of any Credit Party above that set forth in the Reserve Report without a proportionate increase in the net revenue interest of such Credit Party or (C) increase the working interest of any Credit Party above that set forth in the Reserve Report without a proportionate increase in the net revenue interest of such Credit Party, and provided further that the foregoing defects, limitations, liens and encumbrances, whether individually material or not, do not in the aggregate create a Material Adverse Effect (the categories of exceptions in clauses (i) through (viii), as so qualified and as any such exceptions may exist from time to time, being referred to as the “Designated Title Exceptions”). The Mortgages constitute legal, valid and perfected first Liens on the property interests covered thereby, subject only to Designated Title Exceptions, Permitted Liens, the Intercreditor Agreement, and matters disclosed on Schedule 4.15. Further, (x) as of the Effective Date, all Oil and Gas Interests subject to mortgages pursuant to the Second Lien Credit Agreement are Mortgaged Properties and (y) the matters disclosed on Schedule 4.15 do not materially alter the net revenue interest or working interest of any Credit Party set forth in the Reserve Report.

Title to Mortgaged Properties. Except as set forth on Schedule 4.15 11.3 attached hereto, each Credit Party the Borrower has Defensible Title to each the Mortgaged Property having Properties at a book cost in excess of $200,000 (except to the extent that (a) such assets have thereafter been disposed of in compliance with this Agreement or (b) leases for such property have expired pursuant to their terms), and, in each case free and clear of all Liens, Encumbrances except (other than Permitted Encumbrances) (i) Permitted LiensEncumbrances for taxes not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (ii) statutory Encumbrances (including materialmen's, mechanic's, repairmen's, landlord's and other similar encumbrances) arising in the ordinary course of business to secure payments not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (iii) easements, restrictions, reservations or other encumbrances, as well as such imperfections or irregularities of title, if any, as are not material, (iv) obligations or duties to any municipality or public authority with respect to any franchise, grant, license or permit and all applicable laws, rules, regulations and orders of any Governmental Authority, (iiiv) all lessors’ ' royalties, overriding royalties, net profits interests, production payments, carried interests, reversionary interests and other burdens on or deductions from the proceeds of production, (ivvi) the terms and conditions of joint operating agreements and other oil and gas contracts, (vvii) all rights to consent by by, required notices to, and filing filings with or other actions by governmental or tribal entities, if any, in connection with the change of ownership or control of an interest in federal, state, trial tribal or other domestic governmental oil and gas leases, if the same are customarily obtained subsequent to such change of ownership or control, but only insofar as such consents, notices, filings and other actions relate to the transactions contemplated by this Agreement, (viviii) any preferential purchase rights, (viiix) required third party consents to assignment, (viiix) conventional rights of reassignment prior to abandonment and (ixxi) the terms and provisions of oil and gas leases, unit agreements, pooling agreements, and other documents creating interests comprising the oil and gas properties; provided, however, the exceptions described in clauses (iiv) through (viiixi) inclusive above are qualified to include only those exceptions in each case which do not operate to (A) reduce the net revenue interest of any Credit Party the Borrower below that set forth in the Reserve Reporton Schedule 11.3, (B) increase the proportionate share of costs and CARRIZO REVOLVING CREDIT AGREEMENT Index expenses of leasehold operations attributable to or to be borne by the working interest of any Credit Party the Borrower above that set forth in the Reserve Report on Schedule 11.3 without a proportionate increase in the net revenue interest of such Credit Party the Borrower or (C) increase the working interest of any Credit Party the Borrower above that set forth in the Reserve Report on Schedule 11.3 without a proportionate increase in the net revenue interest of such Credit Partythe Borrower, and provided further and, provided, further, that the foregoing defects, limitations, liens and encumbrances, whether individually material or not, do not in the aggregate create a Material Adverse Effect upon the Borrower (the categories of exceptions in clauses (iiv) through (viiixi), as so qualified and as any such exceptions may exist from time to time, being referred to as the “Designated Title Exceptions”"DESIGNATED TITLE EXCEPTIONS"). The Mortgages constitute Mortgage constitutes a legal, valid and perfected first Liens Encumbrance on the property interests covered thereby, subject only to Designated Title Exceptions, Permitted Liens, the Intercreditor AgreementEncumbrances, and matters disclosed on Schedule 4.1511.3. Further, (x) as of the Effective Datedate hereof, all Oil the oil and Gas Interests subject to mortgages pursuant to gas properties constituting not less than ninety percent (90%) of the Second Lien Credit Agreement present value of the sum of the initial Facility A Borrowing Base Amount are Mortgaged Properties and (y) the matters disclosed on Schedule 4.15 do not materially alter the net revenue interest or working interest of any Credit Party set forth in the Reserve ReportProperties.

Title to Mortgaged Properties. Except as set forth on Schedule 4.15 11.3 attached hereto, each Credit Party the Borrower has Defensible Title to each the Mortgaged Property having Properties at a book cost in excess of $200,000 (except to the extent that (a) such assets have thereafter been disposed of in compliance with this Agreement or (b) leases for such property have expired pursuant to their terms), and, in each case free and clear of all Liens, Encumbrances except (other than Permitted Encumbrances) (i) Permitted LiensEncumbrances for taxes not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (ii) statutory Encumbrances (including materialmen's, mechanic's, repairmen's, landlord's and other similar encumbrances) arising in the ordinary course of business to secure payments not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (iii) easements, restrictions, reservations or other encumbrances, as well as such imperfections or irregularities of title, if any, as are not material, (iv) obligations or duties to any municipality or public authority with respect to any franchise, grant, license or permit and all applicable laws, rules, regulations and orders of any Governmental Authority, (iiiv) all lessors’ ' royalties, overriding royalties, net profits interests, production payments, carried interests, reversionary interests and other burdens on or deductions from the proceeds of production, (ivvi) the terms and conditions of joint operating agreements and other oil and gas contracts, (vvii) all rights to consent by by, required notices to, and filing filings with or other actions by governmental or tribal entities, if any, in connection with the change of ownership or control of an interest in federal, state, trial tribal or other domestic governmental oil and gas leases, if the same are customarily obtained subsequent to such change of ownership or control, but only insofar as such consents, notices, filings and other actions relate to the transactions contemplated by this Agreement, (viviii) any preferential purchase rights, (viiix) required third party consents to assignment, (viiix) conventional rights of reassignment prior to abandonment and (ixxi) the terms and provisions of oil and gas leases, unit agreements, pooling agreements, and other documents creating interests comprising the oil and gas properties; provided, however, the exceptions described in clauses (iiv) through (viiixi) inclusive above are qualified to include only those exceptions in each case which do not operate to (A) reduce the net revenue interest of any Credit Party the Borrower below that set forth in the Reserve Reporton Schedule 11.3, (B) increase the proportionate share of costs and CARRIZO REVOLVING CREDIT AGREEMENT Index expenses of leasehold operations attributable to or to be borne by the working interest of any Credit Party the Borrower above that set forth in the Reserve Report on Schedule 11.3 without a proportionate increase in the net revenue interest of such Credit Party the Borrower or (C) increase the working interest of any Credit Party the Borrower above that set forth in the Reserve Report on Schedule 11.3 without a proportionate increase in the net revenue interest of such Credit Partythe Borrower, and provided further and, provided, further, that the foregoing defects, limitations, liens and encumbrances, whether individually material or not, do not in the aggregate create a Material Adverse Effect upon the Borrower (the categories of exceptions in clauses (iiv) through (viiixi), as so qualified and as any such exceptions may exist from time to time, being referred to as the “Designated Title Exceptions”"DESIGNATED TITLE EXCEPTIONS"). The Mortgages constitute Mortgage constitutes a legal, valid and perfected first Liens Encumbrance on the property interests covered thereby, subject only to Designated Title Exceptions, Permitted Liens, the Intercreditor AgreementEncumbrances, and matters disclosed on Schedule 4.1511.3. Further, (x) as of the Effective Datedate hereof, all Oil the oil and Gas Interests subject to mortgages pursuant to gas properties constituting not less than ninety percent (90%) of the Second Lien Credit Agreement present value of the sum of the initial Facility A Borrowing Base Amount and Facility B Borrowing Base Amount are Mortgaged Properties and (y) the matters disclosed on Schedule 4.15 do not materially alter the net revenue interest or working interest of any Credit Party set forth in the Reserve ReportProperties.

Title to Mortgaged Properties. Except as set forth on Schedule 4.15 4.03 attached hereto, each Credit Party the Borrower has Defensible Title to each Mortgaged Property having a book cost in excess of $200,000 (except to the extent that (a) such assets have thereafter been disposed of in compliance with this Agreement or (b) leases for such property have expired pursuant to their terms), in each case free and clear of all LiensEncumbrances (other than Permitted Encumbrances), except (i) Permitted LiensEncumbrances for taxes not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (ii) statutory Encumbrances (including materialmen’s, mechanic’s, repairmen’s, landlord’s and other similar encumbrances) arising in the ordinary course of business to secure payments not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (iii) easements, restrictions, reservations or other encumbrances, as well as such imperfections or irregularities of title, if any, as are not material, (iv) obligations or duties to any municipality or public authority with respect to any franchise, grant, license or permit and all applicable laws, rules, regulations and orders of any Governmental Authority, (iiiv) all lessors’ royalties, overriding royalties, net profits interests, production payments, carried interests, reversionary interests and other burdens on or deductions from the proceeds of production, (ivvi) the terms and conditions of joint operating agreements and other oil and gas contracts, (vvii) all rights to consent by by, required notices to, and filing filings with or other actions by governmental or tribal entities, if any, in connection with the change of ownership or control of an interest in federal, state, trial tribal or other domestic governmental Table of Contents oil and gas leases, if the same are customarily obtained subsequent to such change of ownership or control, but only insofar as such consents, notices, filings and other actions relate to the transactions contemplated by this Agreement, (viviii) any preferential purchase rights, (viiix) required third party consents to assignment, (viiix) conventional rights of reassignment prior to abandonment and (ixxi) the terms and provisions of oil and gas leases, unit agreements, pooling agreements, and other documents creating interests comprising the oil and gas properties; provided, however, the exceptions described in clauses (iiv) through (viiixi) inclusive above are qualified to include only those exceptions in each case which do not operate to (A) reduce the net revenue interest of any Credit Party the Borrower below that set forth in the Reserve Reporton Schedule 4.03, (B) increase the proportionate share of costs and CARRIZO REVOLVING CREDIT AGREEMENT Index expenses of leasehold operations attributable to or to be borne by the working interest of any Credit Party the Borrower above that set forth in the Reserve Report on Schedule 4.03 without a proportionate increase in the net revenue interest of such Credit Party the Borrower or (C) increase the working interest of any Credit Party the Borrower above that set forth in the Reserve Report on Schedule 4.03 without a proportionate increase in the net revenue interest of such Credit Partythe Borrower, and and, provided further that the foregoing defects, limitations, liens and encumbrances, whether individually material or not, do not in the aggregate create a Material Adverse Effect upon the Borrower (the categories of exceptions in clauses (iiv) through (viiixi), as so qualified and as any such exceptions may exist from time to time, being referred to as the “Designated Title Exceptions”). The Mortgages constitute legal, valid and perfected first Liens Encumbrances on the property interests covered thereby, subject only to Designated Title Exceptions, Permitted LiensEncumbrances, the Intercreditor Agreement, and matters disclosed on Schedule 4.154.03. Further, (x) as of the Effective Closing Date, all Oil oil and Gas Interests gas properties subject to mortgages pursuant to the Second Lien Revolving Credit Agreement are Mortgaged Properties and (y) the matters disclosed on Schedule 4.15 do not materially alter the net revenue interest or working interest of any Credit Party set forth in the Reserve ReportProperties.

Title to Mortgaged Properties. Except As of the date hereof, except as set forth on the Disclosure Schedule 4.15 attached hereto, each Credit Party the Company has Defensible Title to each of the Mortgaged Property having Properties that has a book cost in excess of $200,000 (except to the extent that (a) such assets have thereafter been disposed of in compliance with this Agreement or (b) leases for such property have expired pursuant to their terms)and, in each case free and clear of all Liens (other than Permitted Liens, except ) (i) Permitted LiensLiens for taxes not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (ii) statutory Liens (including materialmen's, mechanic's, repairmen's, landlord's and other similar encumbrances) arising in the ordinary course of business to secure payments not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (iii) easements, restrictions, reservations or other encumbrances, as well as such imperfections or irregularities of title, if any, as are not material, (iv) obligations or duties to any municipality or public authority with respect to any franchise, grant, license or permit and all applicable laws, rules, regulations and orders of any Governmental Authority, (iiiv) all lessors’ ' royalties, overriding royalties, net profits interests, production payments, carried interests, reversionary interests and other burdens on or deductions from the proceeds of production, (ivvi) the terms and conditions of joint operating agreements and other oil and gas contracts, (vvii) all rights to consent by by, required notices to, and filing filings with or other actions by governmental or tribal entities, if any, in connection with the change of ownership or control of an interest in federal, state, trial tribal or other domestic governmental oil and gas leases, if the same are customarily obtained subsequent to such change of ownership or control, but only insofar as such consents, notices, filings and other actions relate to the transactions contemplated by this Agreement, (viviii) any preferential purchase rights, (viiix) required third party consents to assignment, (viiix) conventional rights of reassignment prior to abandonment and (ixxi) the terms and provisions of oil and gas leases, unit agreements, pooling agreements, and other documents creating interests comprising the oil and gas propertiesMortgaged Properties; provided, however, the exceptions described in clauses (iiv) through (viiixi) inclusive above are qualified to include only those exceptions in each case which do not operate to (A) reduce the net revenue interest of any Credit Party the Company below that set forth in on the Reserve ReportDisclosure Schedule, (B) increase the proportionate share of costs and CARRIZO REVOLVING CREDIT AGREEMENT Index expenses of leasehold operations attributable to or to be borne by the working interest of any Credit Party the Company above that set forth in on the Reserve Report Disclosure Schedule without a proportionate increase in the net revenue interest of such Credit Party the Company or (C) increase the working interest of any Credit Party the Company above that set forth in on the Reserve Report Disclosure Schedule without a proportionate increase in the net revenue interest of such Credit Partythe Company, and provided further and, provided, further, that the foregoing defects, limitations, liens and encumbrances, whether individually material or not, do not in the aggregate create a Material Adverse Effect upon the Company (the categories of exceptions in clauses (iiv) through (viii), as so qualified and as any such exceptions may exist from time to time, being referred to as the “Designated Title Exceptions”). The Mortgages constitute legal, valid and perfected first Liens on the property interests covered thereby, subject only to Designated Title Exceptions, Permitted Liens, the Intercreditor Agreement, and matters disclosed on Schedule 4.15. Further, (x) as of the Effective Date, all Oil and Gas Interests subject to mortgages pursuant to the Second Lien Credit Agreement are Mortgaged Properties and (y) the matters disclosed on Schedule 4.15 do not materially alter the net revenue interest or working interest of any Credit Party set forth in the Reserve Report.through

Title to Mortgaged Properties. Except as set forth on Schedule 4.15 11.3 attached hereto, each Credit Party the Borrower has Defensible Title to each the Mortgaged Property having Properties at a book cost in excess of $200,000 (except to the extent that (a) such assets have thereafter been disposed of in compliance with this Agreement or (b) leases for such property have expired pursuant to their terms), and, in each case free and clear of all Liens, Encumbrances except (other than Permitted (i) Permitted LiensEncumbrances for taxes not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (ii) statutory Encumbrances (including materialmen's, mechanic's, repairmen's, landlord's and other similar encumbrances) arising in the ordinary course of business to secure payments not yet due and payable or, if payable, that are being contested in good faith in the ordinary course of business, (iii) easements, restrictions, reservations or other encumbrances, as well as such imperfections or irregularities of title, if any, as are not material, (iv) obligations or duties to any municipality or public authority with respect to any franchise, grant, license or permit and all applicable laws, rules, regulations and orders of any Governmental Authority, (iiiv) all lessors’ ' royalties, overriding royalties, net profits interests, production payments, carried interests, reversionary interests and other burdens on or deductions from the proceeds of production, (ivvi) the terms and conditions of joint operating agreements and other oil and gas contracts, (vvii) all rights to consent by by, required notices to, and filing filings with or other actions by governmental or tribal entities, if any, in connection with the change of ownership or control of an interest in federal, state, trial tribal or other domestic governmental oil and gas leases, if the same are customarily obtained subsequent to such change of ownership or control, but only insofar as such consents, notices, filings and other actions relate to the transactions contemplated by this Agreement, (viviii) any preferential purchase rights, (viiix) required third party consents to assignment, (viiix) conventional rights of reassignment prior to abandonment and (ixxi) the terms and provisions of oil and gas leases, unit agreements, pooling agreements, and other documents creating interests comprising the oil and gas properties; provided, however, the exceptions described in clauses (iiv) through (viiixi) inclusive above are qualified to include only those exceptions in each case which do not operate to (A) reduce the net revenue interest of any Credit Party the Borrower below that set forth in the Reserve Reporton Schedule 11.3, (B) increase the proportionate share of costs and CARRIZO REVOLVING CREDIT AGREEMENT Index expenses of leasehold operations attributable to or to be borne by the working interest of any Credit Party the Borrower above that set forth in the Reserve Report on Schedule 11.3 without a proportionate increase in the net revenue interest of such Credit Party the Borrower or (C) increase the working interest of any Credit Party the Borrower above that set forth in the Reserve Report on Schedule 11.3 without a proportionate increase in the net revenue interest of such Credit Partythe Borrower, and provided further and, provided, further, that the foregoing defects, limitations, liens and encumbrances, whether individually material or not, do not in the aggregate create a Material Adverse Effect upon the Borrower (the categories of exceptions in clauses (iiv) through (viiixi), as so qualified and as any such exceptions may exist from time to time, being referred to as the “Designated Title Exceptions”"DESIGNATED TITLE EXCEPTIONS"). The Mortgages constitute Mortgage constitutes a legal, valid and perfected first Liens Encumbrance on the property interests covered thereby, subject only to Designated Title Exceptions, Permitted Liens, the Intercreditor AgreementEncumbrances, and matters disclosed on Schedule 4.1511.3. Further, (x) as of the Effective Datedate hereof, all Oil the oil and Gas Interests subject to mortgages pursuant to gas properties constituting not less than ninety percent (90%) of the Second Lien Credit Agreement present value of the initial Borrowing Base Amount are Mortgaged Properties and (y) the matters disclosed on Schedule 4.15 do not materially alter the net revenue interest or working interest of any Credit Party set forth in the Reserve ReportProperties.