Common use of Title to Properties; Licenses Clause in Contracts

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to all Permitted Liens, the Restricted Persons own the net interests in production attributable to the xxxxx and units evaluated in the Initial Engineering Report. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, the ownership of such properties does not in the aggregate in any material respect obligate Borrower or any other Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties in an amount materially in excess of the working interest of Borrower in such properties set forth in the Initial Engineering Report. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports as of the date such reports are delivered to Administrative Agent. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property, except for any such violation that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens, except that no representation or warranty is made with respect Liens and of all impediments to the use of such properties and assets in such Restricted Person’s business. Each Engineering Report at any oil, gas or mineral property or interest time delivered pursuant to which no proved oil or gas reserves are properly attributed. After giving full effect to all Permitted Liens, Section 7.2(i) correctly states the working interests and net revenue interests of the Restricted Persons own the net interests in production attributable to the xxxxx and units evaluated in the Initial Engineering Report. Upon delivery Proved Reserves that are the subject of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect Except for obligations to all Permitted Lienscontribute a proportionate share of the costs of defaulting co-owners, the ownership of such properties does not in the aggregate in any material respect obligate Borrower or any other no Restricted Person is obligated to bear any percentage share of the costs and expenses relating to the maintenancedrilling, development and operations production of such properties in an amount materially Proved Reserves in excess of such working interests, and (subject to the working interest of Borrower in such properties set forth in the Initial Engineering Report. Each Note Documents) each Restricted Person has paid all royalties payable under the oil and gas leases is entitled to which it is operator, except those contested in accordance with the terms receive percentage shares of the applicable joint operating agreement, otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in revenues from the industry. Upon delivery production of each Engineering Report furnished such Proved Reserves that are at least equal to Administrative Agent pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports as of the date such reports are delivered to Administrative Agentnet revenue interests. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which that are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts to any Person, except for other than Administrative Agent and the bank with which any such violation that, individually or Deposit Account is maintained. No Restricted Person has any “securities accounts” as defined and described in the aggregate, could not reasonably be expected to cause a Material Adverse ChangeUCC.

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and to all of its other material properties and assets necessary or used in the ordinary conduct of its businessassets, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted LiensLiens and of all impediments to the use of such properties and assets in such Restricted Person's business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to Other than Liens permitted under Section 7.02, each Restricted Person will respectively own in the aggregate, in all Permitted Liensmaterial respects, the Restricted Persons own the net interests in production attributable to the xxxxx and wellx xxx units evaluated in the Initial Engineering ReportReserve Reports. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, the The ownership of such properties does Properties shall not in the aggregate in any material respect obligate Borrower or any other such Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties Properties in an amount materially in excess of the working interest of Borrower in such properties Properties set forth in the Initial Engineering ReportReports. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, agreement or otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent the Lenders pursuant to Section 6.2Sections 6.02(f) and (g), the statements made in the preceding sentences of this Section 5.15 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports. All information contained in the Initial Engineering Reports is true and correct in all material respects as of the date such reports are delivered to Administrative Agentthereof and as of the date of the first Loan hereunder. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property, except for any such violation that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Restricted Person has (a) good and defensible title to, or valid leasehold interests in, all of the Oil and Gas Properties covered by the most recently delivered Engineering Report (except to or in any Oil and Gas Properties disposed of in accordance with, and to the extent permitted by, the terms hereof since delivery of such Engineering Report) and (b) good and defensible title to, or valid leasehold interests in, licenses of, or rights to use, all of the other Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, in each case free and clear of all Liens, encumbrances, or adverse claims other than Permitted LiensLiens and of all impediments to the use of such properties and assets in such Restricted Person’s business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest Oil and Gas Properties to which no proved oil or gas reserves Proved Reserves are properly attributed. After giving full effect Except for changes that arise pursuant to all Permitted Liens, non-consent provisions of operating agreements or other agreements (if any) and except for immaterial matters and except as described in the most-recently delivered Engineering Report: (x) each Restricted Persons own Person owns the net interests in production attributable to the xxxxx and units of such Restricted Person evaluated in the Initial Engineering Report. Upon delivery of each most recently delivered Engineering Report furnished subject to the Lenders pursuant to Sections 6.2(d) Permitted Liens and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, y) the ownership of such properties does not in the aggregate in any material respect obligate Borrower or any other such Restricted Person to bear the costs and expenses relating to the maintenancedrilling, development development, and operations of such properties in an amount materially in excess of the working interest of Borrower in such properties set forth in the Initial most recently delivered Engineering ReportReport that is not offset by a corresponding proportionate increase in such Restricted Person’s net revenue interest in such property. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent at any time delivered pursuant to Section 6.24.2 correctly states, in all material respects, the statements made working interests and net revenue interests of the Restricted Persons in the preceding sentences Proved Reserves that are the subject of this Section 5.15 shall be true with respect such Engineering Report as of the date of such report. Except for obligations to contribute a proportionate share of the costs of defaulting co-owners, no Restricted Person is obligated, at any time during the production life of the Oil and Gas Properties covered by such Engineering Reports as Properties, to bear any percentage share of the date costs and expenses relating to the drilling, development, and production of such reports Proved Reserves in excess of such working interests, and (subject to the Loan Documents) each Restricted Person is entitled, at any time during the production life of the Oil and Gas Properties, to receive percentage shares of the revenues from the production of such Proved Reserves that are delivered at least equal to Administrative Agentsuch net revenue interests. Each Restricted Person possesses all material of the licenses, permits, consents, approvals, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without the violation of the rights of any other Person) which that are reasonably necessary (a) to carry out its business as presently conducted and as presently proposed to be conducted hereafterhereafter and (b) to own and operate (or cause the operator to operate) its Oil and Gas Properties covered by the most recently delivered Engineering Report, except, in each case, for those licenses, permits, consents, approvals, franchises, patents, copyrights, trademarks and trade names, and no Restricted Person is in violation in any material respect of the terms under which it possesses such other intellectual property or the right failure of which to use such intellectual property, except for any such violation that, individually or in the aggregate, possess could not reasonably be expected to cause a Material Adverse Change. No Restricted Person is in violation of the terms under which it possesses, or possesses the right to use, any such licenses, permits, consents, approvals, franchises, patents, copyrights, trademarks and trade names, and other intellectual property, except to the extent such violation could not reasonably be expected to cause a Material Adverse Change. To the Borrower’s knowledge, each Person (including each operator of the Oil and Gas Properties) has all of the necessary permits, licenses, consents, and approvals and is in compliance in all respects with the terms and conditions of all such permits, licenses, consents, and approvals, as well as with all other underlying contracts, documents, and agreements (including the operating agreement between any Restricted Person and any operator of its Oil and Gas Properties), except to the extent the failure to do so could not reasonably be expected to cause a Material Adverse Change. Upon the delivery of each Engineering Report pursuant to Section 4.2, the statements made in the preceding sentences of this section shall be true and correct, in all material respects, with respect to such Engineering Report.

Title to Properties; Licenses. Each Except as disclosed on the Disclosure Schedule, each Restricted Person has good and defensible title to, or valid leasehold interests in, in all of the Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted LiensLiens and of all material impediments to the use of such properties and assets in such Restricted Person’s business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to Other than Liens permitted under Section 7.2 and other Dispositions permitted by Section 7.6, each Restricted Person will respectively own in the aggregate, in all Permitted Liensmaterial respects, the Restricted Persons own the net interests in production attributable to the xxxxx and units evaluated in the Initial Engineering ReportReports. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, the The ownership of such properties does Properties shall not in the aggregate in any material respect obligate Borrower or any other such Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties Properties in an amount materially in excess of the working interest of Borrower in such properties Properties set forth in the Initial Engineering ReportReports, except as a result of the acquisition of a proportionate net revenue interest. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, agreement or otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent Lender pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 5.18 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports as of the date such reports are delivered to Administrative AgentReports. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Restricted Person has granted control over any Deposit Accounts to any Person, except for other than Administrative Agent and the bank with which any such violation thatDeposit Account is maintained. As of the date hereof, individually or no Restricted Person has any “securities accounts” as defined and described in the aggregate, could not reasonably be expected to cause a Material Adverse ChangeUCC.

Title to Properties; Licenses. Each Except for those Mineral Interests disposed of in accordance with this Agreement and oil and gas leases that have expired in accordance with their terms, each Restricted Person has (a) good and defensible title to, or valid leasehold interests in, all of its Mineral Interests covered by the Collateral most recently delivered Engineering Report, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens; and (b) good and valid title to, or valid leasehold interests in, licenses of, or rights to use, all other Property owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its businessPerson, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens, except in the case of clauses (a) and (b) of this section, defects in title or adverse claims which could not reasonably be expected to cause a Material Adverse Change; provided that no representation or warranty is made in this section with respect to any oil, gas or mineral property or interest Mineral Interest to which no proved oil or gas reserves Proved Reserves are properly attributed. After giving full effect Other than changes which arise pursuant to all Permitted Liens, the non-consent provisions of operating agreements or other agreements (if any) described in Exhibit A to any Senior Security Document and except for properties disposed of in compliance with this Agreement or leases that have expired in accordance with their terms: (x) each Restricted Persons own Person owns the net interests in production attributable to the xxxxx and units of such Restricted Person evaluated in the Initial Engineering Report. Upon delivery of each most recently delivered Engineering Report furnished subject to the Lenders pursuant to Sections 6.2(d) Permitted Liens and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, y) the ownership of such properties does not in the aggregate in any material respect obligate Borrower or any other such Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties in an amount materially in excess of the working interest of Borrower in such properties set forth in the Initial such Engineering Report. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent the Lenders pursuant to Section 6.26.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.15 5.8 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports as of the date such reports are delivered to Administrative AgentReport. Each Restricted Person possesses all material licenses, permits, franchises, or otherwise has valid rights, rights to use all patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property, except for any such violation that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Except for those Mineral Interests disposed of in accordance with this Agreement and oil and gas leases that have expired in accordance with their terms, each Restricted Person has (a) good and defensible title to, or valid leasehold interests in, all of the Mineral Interests covered by the most recently delivered Engineering Report, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens; and (b) good and valid title to, or valid leasehold interests in, licenses of, or rights to use, all other Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its businessPerson, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens, except in the case of clauses (a) and (b) of this section, defects in title or adverse claims which could not reasonably be expected to cause a Material Adverse Change; provided that no representation or warranty is made in this section with respect to any oil, gas or mineral property or interest Mineral Interest to which no proved oil or gas reserves Proved Reserves are properly attributed. After giving full effect Other than changes which arise pursuant to all Permitted Liens, the non-consent provisions of operating agreements or other agreements (if any) described in Exhibit A to any Security Document and except for properties disposed of in compliance with this Agreement or leases that have expired in accordance with their terms: (x) each Restricted Persons own Person owns the net interests in production attributable to the xxxxx and units of such Restricted Person evaluated in the Initial most recently delivered Engineering Report subject to Permitted Liens and (y) the ownership of such properties does not in the aggregate in any material respect obligate such Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties in an amount materially in excess of the working interest of such properties set forth in such Engineering Report. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 5.8 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect Except where the failure to all Permitted Liensdo so could not reasonably be expected to have a Material Adverse Change, the ownership of such properties does not in the aggregate in any material respect obligate Borrower or any other Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties in an amount materially in excess of the working interest of Borrower in such properties set forth in the Initial Engineering Report. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports as of the date such reports are delivered to Administrative Agent. Each Restricted Person possesses all material licenses, permits, franchises, or otherwise has valid rights, rights to use all patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property, except for any such violation that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and to all of its other material properties and assets necessary or used in the ordinary conduct of its businessassets, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted LiensLiens and of all impediments to the use of such properties and assets in such Restricted Person's business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to Other than Liens permitted under Section 7.2, each Restricted Person will respectively own in the aggregate, in all Permitted Liensmaterial respects, the Restricted Persons own the net interests in production attributable to the xxxxx and wellx xxx units evaluated in the Initial Engineering ReportReports. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, the The ownership of such properties does Properties shall not in the aggregate in any material respect obligate Borrower or any other such Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties Properties in an amount materially in excess of the working interest of Borrower in such properties Properties set forth in the Initial Engineering ReportReports. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, agreement or otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent the Lenders pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports. All information contained in the Initial Engineering Reports is true and correct in all material respects as of the date such reports are delivered to Administrative Agentthereof and as of the date of the first Loan hereunder. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property, except for any such violation that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and to all of its other material properties and assets necessary or used in the ordinary conduct of its businessassets, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted LiensLiens and of all impediments to the use of such properties and assets in such Restricted Person's business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to all Other than Permitted Liens, each Restricted Person will respectively own in the Restricted Persons own aggregate, in all material respects, the net interests in production attributable to the xxxxx and wellx xxx units evaluated in the Initial Engineering ReportReserve Reports. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, the The ownership of such properties does Properties shall not in the 54 aggregate in any material respect obligate Borrower or any other such Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties Properties in an amount materially in excess of the working interest of Borrower in such properties Properties set forth in the Initial Engineering ReportReports. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, agreement or otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent Lenders pursuant to Section 6.26.2(h), the statements made in the preceding sentences of this Section 5.15 section shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports. All information contained in the Initial Engineering Reports is true and correct in all material respects as of the date such reports are delivered to Administrative Agentthereof and as of the date of the first Loan hereunder. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property, except for any such violation that, individually or in where the aggregate, could failure to do so would not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to all Permitted Liens, the Restricted Persons own the net interests in production attributable to the xxxxx and units evaluated in the Initial Engineering Report. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, the ownership of such properties does not in the aggregate in any material respect obligate Borrower or any other Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties in an amount materially in excess of the working interest of Borrower in such properties set forth in the Initial Engineering Report. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports as of the date such reports are delivered to Administrative Agent. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property, except for any such violation that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Except for those Mineral Interests disposed of in accordance with this Agreement and oil and gas leases that have expired in accordance with their terms, each Restricted Person has (a) good and defensible title to, or valid leasehold interests in, all of the Mineral Interests covered by the most recently delivered Engineering Report, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens; and (b) good and valid title to, or valid leasehold interests in, licenses of, or rights to use, all other Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its businessPerson, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens, except in the case of clauses (a) and (b) of this section, defects in title or adverse claims which could not reasonably be expected to cause a Material Adverse Change; provided that no representation or warranty is made in this section with respect to any oil, gas or mineral property or interest Mineral Interest to which no proved oil or gas reserves Proved Reserves are properly attributed. After giving full effect Other than changes which arise pursuant to all Permitted Liens, the non-consent provisions of operating agreements or other agreements (if any) described in Exhibit A to any Security Document and except for properties disposed of in compliance with this Agreement or leases that have expired in accordance with their terms: (x) each Restricted Persons own Person owns the net interests in production attributable to the xxxxx wxxxx and units of such Restricted Person evaluated in the Initial Engineering Report. Upon delivery of each most recently delivered Engineering Report furnished subject to the Lenders pursuant to Sections 6.2(d) Permitted Liens and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, y) the ownership of such properties does not in the aggregate in any material respect obligate Borrower or any other such Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties in an amount materially in excess of the working interest of Borrower in such properties set forth in the Initial such Engineering Report. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent the Lenders pursuant to Section 6.2Sections 6.2(d) and (f), the statements made in the preceding sentences of this section and in Section 5.15 5.8 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports as of the date such reports are delivered to Administrative AgentReport. Each Restricted Person possesses all material licenses, permits, franchises, or otherwise has valid rights, rights to use all patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property, except for any such violation that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Restricted Person Credit Party has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person Credit Party and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims other than Permitted LiensLiens and of all impediments to the use of such properties and assets in such Credit Party's business. The ORRI will be conveyed to each Royalty Owner by Company, except that no representation or warranty is made with respect to free and clear of any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to all Lien other than the Permitted Liens, the Restricted Persons own the net interests in production attributable to the xxxxx and units evaluated in the Initial Engineering Report. Upon delivery of each Engineering Report furnished to the Lenders Holders pursuant to Sections 6.2(d) and (e7.2(i), the statements made in the preceding sentences of this section and in Section 5.20 5.8 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, the ownership of such Report and each Credit Party with properties does not in the aggregate in any material respect obligate Borrower or any other Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties in an amount materially in excess of the working interest of Borrower in such properties set forth in the Initial Engineering Reportlisted therein. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports as of the date such reports are delivered to Administrative Agent. Each Restricted Person Credit Party possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary and sufficient to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person Credit Party is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Credit Party has granted control over any Deposit Accounts to any Person, except for other than Administrative Agent and the bank with which any such violation that, individually or Deposit Account is maintained. No Credit Party has any "securities accounts" as defined and described in the aggregateUCC. Schedule 5.18 lists substantially and in all material respects (a) each interest in Real Property owned by any Company as of the date hereof and describes the type of interest therein held by such Company, could not reasonably be expected to cause (b) each Real Property leased, subleased or otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee or licensee, as of the date hereof and describes the type of interest therein held by such Company, whether such lease or sublease is a Material Adverse ChangeMining Lease or Prep Plant Lease, and (c) lists all locations at which any Company has any Collateral on consignment and the name and contact information of each consignee.

Title to Properties; Licenses. Each Except as disclosed on the Disclosure Schedule, each Restricted Person has good and defensible title to, or valid leasehold interests in, all of the Collateral owned or leased by such Restricted Person and to all of its other material properties and assets necessary or used in the ordinary conduct of its businessassets, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted LiensLiens and of all impediments to the use of such properties and assets in such Restricted Person's business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to Other than Liens permitted under Section 7.2, each Restricted Person will respectively own in the aggregate, in all Permitted Liensmaterial respects, the Restricted Persons own the net interests in production attributable to the xxxxx and wellx xxx units evaluated in the Initial Engineering ReportReserve Reports. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, the The ownership of such properties does Properties shall not in the aggregate in any material respect obligate Borrower or any other such Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties Properties in an amount materially in excess of the working interest of Borrower in such properties Properties set forth in the Initial Engineering ReportReports. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except (i) those royalties contested in accordance with the terms of the applicable joint operating agreement, agreement or otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal proceedings and (ii) those royalty payments of a nominal amount for which payment is delayed in accordance with standard operating procedures that are adhered to by prudent operators in the industryAppalachian Basin (such as monthly royalties of less than $25.00 deferred to a single annual payment). Upon delivery of each Engineering Report furnished to Administrative Agent Lender pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports. All information contained in the Initial Engineering Reports is true and correct in all material respects as of the date such reports are delivered to Administrative Agentthereof and as of the date of the first Loan hereunder. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property, except for any such violation that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Except for those Mineral Interests disposed of in accordance with this Agreement and oil and gas leases that have expired in accordance with their terms, each Restricted Person has (a) good and defensible title to, or valid leasehold interests in, all of the Mineral Interests covered by the most recently delivered Engineering Report, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens; and (b) good and valid title to, or valid leasehold interests in, licenses of, or rights to use, all other Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its businessPerson, free and clear of all Liens, encumbrances, or adverse claims other than Permitted Liens, except in the case of clauses (a) and (b) of this section, defects in title or adverse claims which could not reasonably be expected to cause a Material Adverse Change; provided that no representation or warranty is made in this section with respect to any oil, gas or mineral property or interest Mineral Interest to which no proved oil or gas reserves Proved Reserves are properly attributed. After giving full effect Other than changes which arise pursuant to all Permitted Liens, non-consent provisions of operating agreements or other agreements (if any) described in the exhibits to any Security Document and except for properties disposed of in compliance with this Agreement or leases that have expired in accordance with their terms: (x) each Restricted Persons own Person owns the net interests in production attributable to the xxxxx and units of such Restricted Person evaluated in the Initial most recently delivered Engineering Report. Upon delivery of each Engineering Report furnished , subject only to the Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, and (y) the ownership of such properties does not in the aggregate in any material respect obligate Borrower or any other such Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties in an amount materially in excess of the working interest of Borrower in such properties set forth in the Initial such Engineering Report. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent the Lenders pursuant to Section 6.2Sections 6.2(d) and (f), the statements made in the preceding sentences of this section and in Section 5.15 5.8 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports as of the date such reports are delivered to Administrative AgentReport. Each Restricted Person possesses all material licenses, permits, franchises, or otherwise has valid rights, rights to use all patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property, except for any such violation that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Restricted Person Except as disclosed on the Disclosure Schedule, each Loan Party and each of its respective Subsidiaries has good and defensible title to, or valid leasehold interests in, in all of the Collateral owned or leased by such Restricted Person Loan Party or Subsidiary and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted LiensLiens and of all material impediments to the use of such properties and assets in such Loan Party’s or Subsidiary’s business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to Other than Liens permitted under Section 7.2 and other Dispositions permitted by Section 7.6, each Loan Party and each of its respective Subsidiaries owns in the aggregate, in all Permitted Liensmaterial respects, the Restricted Persons own the net interests in production attributable to the xxxxx and units evaluated in the Initial Engineering ReportReports. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, the The ownership of such properties Properties does not in the aggregate in any material respect obligate Borrower such Loan Party or any other Restricted Person Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of such properties Properties in an amount materially in excess of the working interest of Borrower in such properties Properties set forth in the Initial Engineering ReportReports, except as a result of the acquisition of a proportionate net revenue interest. Each Restricted Person has Loan Party and each of its respective Subsidiaries have paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, agreement or otherwise contested in good faith by appropriate proceedings. To the extent the representations and warranties set forth in this Section 5.18 are made after the date hereof, or otherwise withheld under circumstances normal in the industry. Upon upon delivery of each Engineering Report furnished to Administrative Agent Lenders pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 5.18 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports as of the date such reports are delivered to Administrative AgentReports. Each Restricted Person possesses Loan Party and all material of its respective Subsidiaries possess all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its their business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person Loan Party or any of its respective Subsidiaries is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property. No Loan Party nor any of its respective Subsidiaries has granted control over any Deposit Accounts to any Person, except for other than Administrative Agent, the Second Lien Agent (subject to the Intercreditor Agreement) and the bank with which any such violation thatDeposit Account is maintained. As of the date hereof, individually or no Loan Party nor any of its respective Subsidiaries has any “securities accounts” as defined and described in the aggregate, could not reasonably be expected to cause a Material Adverse ChangeUCC.

Title to Properties; Licenses. Each Except as disclosed on the Disclosure Schedule, each Restricted Person has good and defensible title to, or valid leasehold interests in, in all of the Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, free and clear of all Liens, encumbrances, or adverse claims Liens other than Permitted LiensLiens and of all impediments to the use of such properties and assets in such Restricted Person’s business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. After giving full effect to Other than Liens permitted under Section 7.2, each Restricted Person will respectively own in the aggregate, in all Permitted Liensmaterial respects, the Restricted Persons own the net interests in production attributable to the xxxxx and units evaluated in the Initial Engineering ReportReports. Upon delivery of each Engineering Report furnished to the Lenders pursuant to Sections 6.2(d) and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, the The ownership of such properties does Properties shall not in the aggregate in any material respect obligate Borrower or any other such Restricted Person to bear the costs and expenses relating to the maintenance, development and operations of such properties Properties in an amount materially in excess of the working interest of Borrower in such properties Properties set forth in the Initial Engineering ReportReports. Each Restricted Person has paid all royalties payable under the oil and gas leases to which it is operator, except those contested in accordance with the terms of the applicable joint operating agreement, agreement or otherwise contested in good faith by appropriate proceedings, or otherwise withheld under circumstances normal in the industry. Upon delivery of each Engineering Report furnished to Administrative Agent Lender pursuant to Section 6.2, the statements made in the preceding sentences of this Section 5.15 5.18 shall be true with respect to the Oil and Gas Properties covered by such Engineering Reports as of the date such reports are delivered to Administrative AgentReports. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property, except for any such violation that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse Change.

Title to Properties; Licenses. Each Restricted Person has (a) good and defensible title to, or valid leasehold interests in, all of the Oil and Gas Properties covered by the most recently delivered Engineering Report (except to or in any Oil and Gas Properties disposed of in accordance with, and to the extent permitted by, the terms hereof since delivery of such Engineering Report) and (b) good and defensible title to, or valid leasehold interests in, licenses of, or rights to use, all of the other Collateral owned or leased by such Restricted Person and all of its other material properties and assets necessary or used in the ordinary conduct of its business, in each case free and clear of all Liens, encumbrances, or adverse claims other than Permitted LiensLiens and of all impediments to the use of such properties and assets in such Restricted Person’s business, except that no representation or warranty is made with respect to any oil, gas or mineral property or interest Oil and Gas Properties to which no proved oil or gas reserves Proved Reserves are properly attributed. After giving full effect Except for changes that arise pursuant to all Permitted Liens, the non-consent provisions of operating or unit agreements or other agreements (if any) described in any Security Document: (x) each Restricted Persons own Person owns the net interests in production attributable to the xxxxx wxxxx and units of such Restricted Person evaluated in the Initial Engineering Report. Upon delivery of each most recently delivered Engineering Report furnished subject to the Lenders pursuant to Sections 6.2(d) Permitted Liens and (e), the statements made in the preceding sentences of this section and in Section 5.20 shall be true with respect to the Oil and Gas Properties covered by such Engineering Report. After giving full effect to all Permitted Liens, y) the ownership of such properties does not in the aggregate in any material respect obligate Borrower or any other such Restricted Person to bear the costs and expenses relating to the maintenancedrilling, development development, and operations of such properties in an amount materially in excess of the working interest of Borrower in such properties set forth in the Initial most recently delivered Engineering ReportReport that is not offset by a corresponding proportionate increase in such Restricted Person’s net revenue interest in such property. Each Engineering Report at any time delivered pursuant to Section 4.2 correctly states the working interests and net revenue interests of the Restricted Persons in the Proved Reserves that are the subject of such Engineering Report as of the date of such report. Except for obligations to contribute a proportionate share of the costs of defaulting co-owners, no Restricted Person has paid all royalties payable under is obligated in the oil and gas leases to which it is operatoraggregate in any material respect, except those contested in accordance with at any time during the terms production life of the applicable joint operating agreementOil and Gas Properties, otherwise contested to bear any percentage share of the costs and expenses relating to the drilling, development, and production of such Proved Reserves materially in good faith excess of such working interests that is not offset by appropriate proceedingsa corresponding proportionate increase in such Restricted Person’s net revenue interest in such property, or otherwise withheld under circumstances normal in and (subject to the industryLoan Documents) each Restricted Person is entitled, at any time during the production life of the Oil and Gas Properties, to receive percentage shares of the revenues from the production of such Proved Reserves that are at least equal to such net revenue interests. Upon the delivery of each Engineering Report furnished to Administrative Agent pursuant to Section 6.24.2, the statements made in the preceding sentences of this Section 5.15 section shall be true and correct with respect to the Oil and Gas Properties covered by such Engineering Reports as of the date such reports are delivered to Administrative Agent. Each Restricted Person possesses all material licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are reasonably necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property, except for any such violation that, individually or in the aggregate, could not reasonably be expected to cause a Material Adverse ChangeReport.