WITH
SECTION 12.01).
THE BORROWER'S PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE
OFFICES ARE LOCATED AT THE ADDRESS SPECIFIED IN SECTION 12.01 (OR AS SET FORTH
IN A NOTICE DELIVERED PURSUANT TO SECTION 8.01(K) AND IN ACCORDANCE WITH
SECTION 12.01).
EACH SUBSIDIARY'S JURISDICTION OF ORGANIZATION, NAME AS LISTED
IN THE PUBLIC RECORDS OF ITS JURISDICTION OF ORGANIZATION, ORGANIZATIONAL
IDENTIFICATION NUMBER IN ITS JURISDICTION OF ORGANIZATION, AND THE LOCATION OF
ITS PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE IS STATED ON SCHEDULE
7.15 (OR AS SET FORTH IN A NOTICE DELIVERED PURSUANT TO
SECTION 8.01(K) ACCORDANCE WITH SECTION 12.01).
62
SECTION 7.16
PROPERTIES; TITLES, ETC.
(A)
EACH OF THE BORROWER AND THE SUBSIDIARIES HAS, IN ALL MATERIAL
RESPECTS, GOOD AND DEFENSIBLE TITLE TO THE OIL AND GAS PROPERTIES EVALUATED IN
THE MOST RECENTLY DELIVERED RESERVE REPORT AND GOOD TITLE TO ALL ITS PERSONAL
PROPERTIES, IN EACH CASE, FREE AND CLEAR OF ALL LIENS EXCEPT LIENS PERMITTED BY
SECTION 9.03. AFTER GIVING FULL EFFECT TO THE EXCEPTED LIENS, THE BORROWER OR
THE SUBSIDIARY SPECIFIED AS THE OWNER OWNS, IN ALL MATERIAL RESPECTS, THE NET
INTERESTS IN PRODUCTION ATTRIBUTABLE TO THE HYDROCARBON INTERESTS AS REFLECTED
IN THE MOST RECENTLY DELIVERED RESERVE REPORT, AND THE OWNERSHIP OF SUCH
PROPERTIES SHALL NOT IN ANY MATERIAL RESPECT OBLIGATE THE BORROWER OR SUCH
SUBSIDIARY TO BEAR THE COSTS AND EXPENSES RELATING TO THE MAINTENANCE,
DEVELOPMENT AND OPERATIONS OF EACH SUCH PROPERTY IN AN AMOUNT IN EXCESS OF THE
WORKING INTEREST OF EACH PROPERTY SET FORTH IN THE MOST RECENTLY DELIVERED
RESERVE REPORT THAT IS NOT OFFSET BY A CORRESPONDING PROPORTIONATE INCREASE IN
THE BORROWER'S OR SUCH SUBSIDIARY'S NET REVENUE INTEREST IN SUCH PROPERTY.
(B)
ALL MATERIAL LEASES AND AGREEMENTS NECESSARY FOR THE CONDUCT OF
THE BUSINESS OF THE BORROWER AND THE SUBSIDIARIES ARE VALID AND SUBSISTING, IN
FULL FORCE AND EFFECT, AND THERE EXISTS NO DEFAULT OR EVENT OR CIRCUMSTANCE
WHICH WITH THE GIVING OF NOTICE OR THE PASSAGE OF TIME OR BOTH WOULD GIVE RISE
TO A DEFAULT UNDER ANY SUCH LEASE OR LEASES, WHICH COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
THE RIGHTS AND PROPERTIES PRESENTLY OWNED, LEASED OR LICENSED BY
THE BORROWER AND THE SUBSIDIARIES INCLUDING, WITHOUT LIMITATION, ALL EASEMENTS
AND RIGHTS OF WAY, INCLUDE ALL RIGHTS AND PROPERTIES NECESSARY TO PERMIT THE
BORROWER AND THE SUBSIDIARIES TO CONDUCT THEIR BUSINESS IN ALL MATERIAL RESPECTS
IN THE SAME MANNER AS ITS BUSINESS HAS BEEN CONDUCTED PRIOR TO THE DATE HEREOF.
(D)
ALL OF THE PROPERTIES OF THE BORROWER AND THE SUBSIDIARIES WHICH
ARE REASONABLY NECESSARY FOR THE OPERATION OF THEIR BUSINESSES ARE IN GOOD
WORKING CONDITION AND ARE MAINTAINED IN ACCORDANCE WITH PRUDENT BUSINESS
STANDARDS.
(E)
THE BORROWER AND EACH SUBSIDIARY OWNS, OR IS LICENSED TO USE, ALL
TRADEMARKS, TRADENAMES, COPYRIGHTS, PATENTS AND OTHER INTELLECTUAL PROPERTY
MATERIAL TO ITS BUSINESS, AND THE USE THEREOF BY THE BORROWER AND SUCH
SUBSIDIARY DOES NOT INFRINGE UPON THE RIGHTS OF ANY OTHER PERSON, EXCEPT FOR ANY
SUCH INFRINGEMENTS THAT, INDIVIDUALLY OR