Common use of Approvals; No Conflicts Clause in Contracts

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary or such Drop Down Entity Mortgagor, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person)Authority, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offeringsthe filings and recordings necessary to perfect the Liens created hereby and by the Security Instruments, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 hereunder or could not reasonably be expected to have a Material Adverse EffectEffect and (iv) the filing of any required documents with the SEC, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, Credit Parties or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityAuthority (except, with respect to applicable law or regulations, for such violations that would not reasonably be expected to have a Material Adverse Effect), (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding instrument evidencing or governing Material Debt binding upon the ParentCredit Parties, the Borrower, any other Restricted Subsidiary, Subsidiaries or any Drop Down Entity Mortgagor or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Credit Parties or any Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Credit Parties or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders of its Equity Interests or any class of directors, managers directors or supervisors, as applicableother governing body, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be made or obtained by an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the Transactionstransactions contemplated thereby by an Obligor, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments Documents as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offeringsAgreement and such Security Documents, and (iiiii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or an Event of Default under any provision of this Agreement other than this Section 7.03 would, individually or could in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions or Applicable Law applicable law to an Obligor, (ii) any Organic Documents of any Obligor, or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or (iii) any order of any Governmental AuthorityAuthority binding on any Obligor, (c) will not violate or result in a default under any indenture or other agreement regarding Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their PropertiesMaterial Contract, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted any Obligor or any Subsidiary or such Drop Down Entity Mortgagor, thereunder and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any consensual Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Obligor or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording those necessary to comply with Sections 8.03, 8.08 and filing of the Security Instruments as required by this Agreement, 8.13 and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents whichthat, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder and could not reasonably be expected to have a Material Adverse Effect, ; (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or (ii) any Drop Down Entity Mortgagor applicable Governmental Requirement or any order of any Governmental Authority, Authority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagor, that could reasonably be expected to have a Material Adverse Effect; and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing in each case as of the Security Instruments as required by this AgreementClosing Date, (ii) normal requirements filings and registrations of charges necessary to perfect Liens created under applicable Governmental Requirements for initial public offeringsthe Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents whichother actions, if not made the failure of which to obtain or obtained, make would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order Organizational Document of any Governmental AuthorityLoan Party, (c) will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument in each case constituting Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, (d) will not violate or result in, termination, cancelation or acceleration of any obligation thereunder, in a default under any Poseidon Contribution Document each case as of the Closing Date, and (e) will not result in the creation or imposition of any Lien on any Property asset of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Restricted Subsidiary, except Liens created by under the Loan Documents)Documents and Liens permitted under Section 6.02, except in the cases of clauses (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders, partners or any class of managers, directors, managers or supervisors, as applicablepartners, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Except as set forth on Schedule 7.03, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of either of the Parent, the Borrower, any other Restricted Subsidiary Borrowers or any Drop Down Entity Mortgagor or Subsidiary or, except as could not reasonably be expected to have a Material Adverse Effect, any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, either Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorSubsidiary, except any violation or default that could not reasonably be expected to have a Material Adverse Effect and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary either Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any applicable law or regulation or the limited liability company agreementsregulation, charter, by-laws or other organizational documents (ii) any Organization Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary, or (iii) any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt Indebtedness of the Borrower or any Subsidiary or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary, (d) will not violate or result in a default under any other agreement or other instrument binding upon the Parent, the Borrower, Borrower or any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorSubsidiary, (d) will other than such violations or defaults which would not violate cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect, or result in a default under do not have an adverse effect on the enforceability of any Poseidon Contribution Document Loan Documents, and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents any Organization Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary, or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt Indebtedness of the Borrower or any Subsidiary or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary, (d) will not violate or result in a default under any other agreement or other instrument binding upon the Parent, the Borrower, Borrower or any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorSubsidiary, (d) will other than such violations or defaults which would not violate cause a Default or result in Event of Default hereunder, could not reasonably be expected to have a default under Material Adverse Effect, or do not have an adverse effect on the enforceability of any Poseidon Contribution Document Loan Documents, and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other similar Debt agreement regarding Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) filings with, and approvals from, the SEC and other Governmental Authorities necessary to accomplish Steps V and VI of the Spin-off, (ii) the recording and filing of the Security Instruments as required by this Agreement, (iiiii) normal requirements filings, consents or approvals required for the exercise by the Administrative Agent of its rights under applicable Governmental Requirements for initial public offeringsthe Security Instruments, (iv) filings under the Securities and Exchange Act of 1934, as amended, and filings of releases with respect to the collateral securing the Existing Credit Agreement, (v) routine filings to be made after the date hereof to maintain "good standing" in such jurisdictions and to maintain licenses and permits, (vi) those filings, approvals and consents disclosed in Schedule 7.03, and (iiivii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the ParentBorrower, the Borrower, General Partner (so long as the Borrower is a partnership) or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument, including the 2002 Senior Subordinated Indenture, binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the ParentBorrower, the Borrower, General Partner (so long as the Borrower is a partnership) or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, except as disclosed in Schedule 7.03 and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the ParentBorrower, the Borrower, General Partner (so long as the Borrower is a partnership) or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) filings and approvals that will have been obtained prior to the Effective Date or are customarily obtained following an acquisition of Oil and Gas Properties, (ii) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, Agreement and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders of its Equity Interests or any class of directors, managers directors or supervisors, as applicableother governing body, whether interested or disinterested, of the ParentPHR, the any Future Intermediation Subsidiary, any Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments Documents as required by this Agreement, and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or an Event of Default under any provision of this Agreement other than this Section 7.03 could, individually or could in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law Sanctions or regulation Applicable Law or the limited liability company agreements, charter, by-laws or other organizational documents any Organic Documents of the Parent, the BorrowerPHR, any other Restricted Subsidiary Future Intermediation Subsidiary, any Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary, or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their PropertiesMaterial Contract, or give rise to a right thereunder to require any payment to be made by the Parent, the any Borrower, such other any Restricted Subsidiary, any Future Intermediation Subsidiary or such Drop Down Entity Mortgagor, PHR and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the BorrowerPHR, any other Future Intermediation Subsidiary, any Borrower or any Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents to which each Obligor is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests equityholders, members, partners or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower Obligors or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionsobligations under the Loan Documents, except such as have been obtained or made and are in full force and effect, other than (i) the recording recordations and filing of filings necessary to perfect Agent’s Liens in the Security Instruments Collateral, as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could hereunder and would not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor Applicable Law or any order of any Governmental AuthorityAuthority material to any Obligor’s or its Restricted Subsidiary’s business, (c) will not violate or result in a default under any Organic Documents of any Obligor or any indenture or other material agreement regarding Debt binding upon any Obligor or its Restricted Subsidiaries or its Properties (including the Parent, the Borrower, any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their PropertiesTerm Loan Documents), or give rise to a right thereunder to require any payment to be made by the Parentany Obligor, the Borrower, such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Sand Property of the Parent, the Borrower, any other Obligor or its Restricted Subsidiary or any Drop Down Entity Mortgagor Subsidiaries (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offeringsgovernmental consents, approvals, filings and registrations in connection with the Celero Acquisition that are customarily made after the consummation of an acquisition, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have a material and adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parent, the Borrower, Parent or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Funded Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, Parent or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Parent or such Drop Down Entity MortgagorRestricted Subsidiary, (d) will not violate or result in a default under any Poseidon Contribution Document Celero Acquisition Document, and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Parent or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, members or managers or supervisors, as applicable, (including Kayne) whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing approval of the Security Instruments Creditors under the Existing Credit Agreement, which agreements shall be paid and released as required by this Agreementof the Effective Date, (ii) normal requirements approval of the lessor under applicable Governmental Requirements for initial public offeringsthe Shell Lease, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, Borrower (including the Borrower, any other Restricted Subsidiary, ’s LLC Agreement and the Sector 2010 Loan Agreement) or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan DocumentsPermitted Liens).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, except to the extent such violation could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding instrument evidencing Material Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the ParentBorrower or any Restricted Subsidiary, except for violations that could not individually or in the Borroweraggregate, such other Restricted Subsidiary or such Drop Down Entity Mortgagor, (d) will not violate or reasonably be expected to result in a default under any Poseidon Contribution Document Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing effect as of the Security Instruments as required by this AgreementSecond Amendment Effective Date, (ii) normal requirements filings and registrations of charges necessary to perfect Liens created under applicable Governmental Requirements for initial public offeringsthe Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents whichother actions, if not made the failure of which to obtain or obtained, make would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order Organizational Document of any Governmental AuthorityLoan Party, (c) will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument in each case constituting Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, (d) will not violate or result in a default under in, termination, cancelation or acceleration of any Poseidon Contribution Document obligation thereunder as of the Second Amendment Effective Date, and (e) will not result in the creation or imposition of any Lien on any Property asset of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Restricted Subsidiary, except Liens created by under the Loan Documents)Documents and Liens permitted under Section 6.02 of the Credit Agreement, except in the cases of clauses (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower Parent Guarantor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 hereunder or could not reasonably be expected to have a Material Adverse Effect, (iii) the filing of any required document with the SEC and (iv) such consents, approvals, registrations, filings and actions as may be necessary in connection with the grant of Liens on any Properties that are under the jurisdiction of the Bureau of Indian Affairs, any tribal authority or any similar Governmental Authority or third Person, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, Parent Guarantor or any other Restricted Subsidiary or any Drop Down Entity Mortgagor Credit Party or any order of any Governmental Authority, Authority which violation would reasonable be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument evidencing Material Indebtedness binding upon the Parent, the Borrower, Parent Guarantor or any other Restricted Subsidiary, Credit Party or any Drop Down Entity Mortgagor its Properties or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary or such Drop Down Entity Mortgagor, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Parent Guarantor or any other Restricted Subsidiary or any Drop Down Entity Mortgagor Credit Party (other than the Liens created by the Loan Documents), except to the extent such violation, default or Lien under this clause (c) could not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing effect as of the Security Instruments as required by this AgreementFirst Amendment Funding Date, (ii) normal requirements filings and registrations of charges necessary to perfect Liens created under applicable Governmental Requirements for initial public offeringsthe Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents whichother actions, if not made the failure of which to obtain or obtained, make would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order Organizational Document of any Governmental AuthorityLoan Party, (c) will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument in each case constituting Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, (d) will not violate or result in a default under in, termination, cancelation or acceleration of any Poseidon Contribution Document obligation thereunder as of the First Amendment Funding Date, and (e) will not result in the creation or imposition of any Lien on any Property asset of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Restricted Subsidiary, except Liens created by under the Loan Documents)Documents and Liens permitted under Section 6.02 of the Credit Agreement, except in the cases of clauses (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The Except as set forth on Schedule 7.03, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrowers or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, except violations that could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrowers or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrowers or such Drop Down Entity MortgagorSubsidiary, except any violation or default that could not reasonably be expected to have a Material Adverse Effect and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrowers or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests the shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, directors of the Parent, the Borrower or any other Person, whether interested or disinterested), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offeringsthe filings and recordings necessary to perfect the Liens created hereby and by the Security Instruments, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 hereunder or could not reasonably be expected to have a Material Adverse EffectEffect and (iv) the filing of any required documents with the SEC, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, Obligors or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityAuthority (except, with respect to applicable law or regulations, for such violations that would not reasonably be expected to have a Material Adverse Effect), (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding instrument evidencing or governing Material Debt binding upon the ParentObligors, the Borrower, any other Restricted Subsidiary, Subsidiaries or any Drop Down Entity Mortgagor or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Obligors or any Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Obligors or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) with respect to the Allotted Mortgage, the Bureau of Indian Affairs and, with respect to the Three Affiliated Tribes Mortgage, the Bureau of Indian Affairs and the Three Affiliated Tribes, provided that provided that the Borrower shall use commercially reasonable efforts to obtain all necessary consents to ▇▇▇▇▇ ▇ ▇▇▇▇ and provide a mortgage in favor of Administrative Agent on the Oil and Gas Properties subject to the Three Affiliated Tribes Mortgage and the Allotted Mortgage as soon as practicable, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicablepartners, whether interested or disinterested, of the Parentany Obligor, the Borrower any Pledgor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Note Document or the consummation of the Transactionstransactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effecteffect or, other than (i) in the recording and filing reasonable judgment of the Security Instruments as required by this AgreementObligor and such Pledgor, can reasonably be expected to be obtained when needed and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Note Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Obligor or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Obligor or any Drop Down Entity Mortgagor Subsidiary or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, any such other Restricted Subsidiary Obligor or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Obligor or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Note Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents or filings with the SEC pursuant to the Securities Exchange Act of 1934 which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, Borrower or any Restricted Subsidiary or the Borrower, any other ’s or such Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their ’s Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of of, or the requirement to create, any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents)Restricted Subsidiary.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents or filings with the SEC pursuant to the Securities Exchange Act of 1934 which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, (except as contemplated by Section 6.01(l)) and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents)Restricted Subsidiary.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Guarantor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor, as the case may be, or the consummation of the Transactionstransactions by the Borrower or any Guarantor contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation applicable to, or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parentof, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Restricted Subsidiary, (c) will not violate or result in a breach of, or default under under, any indenture indenture, financing agreement or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their PropertiesProved Reserves or other material Properties (including, without limitation, any Permitted 2013 Bond Document), or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCos or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Subsidiary or any Drop Down Entity Mortgagor DevCo or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other any Restricted Subsidiary or such Drop Down Entity Mortgagorany DevCo, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo (other than the Liens created by the Loan DocumentsDocuments and the Permitted OPNA Credit Facility Liens encumbering the Property of the DevCos to the extent that such Property consists solely of Collateral).

Approvals; No Conflicts. The Debt Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of each member of the Parent, the Borrower Parent Group or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of each member of the Parent, the Borrower, Parent Group or any other Restricted Subsidiary or (ii) any Drop Down Entity Mortgagor applicable law or regulation or any order of any Governmental Authority, other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, or any Drop Down Entity Mortgagor Party or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parentsuch Restricted Party, the Borrower, such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any material Property of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) any applicable law or regulation or the limited liability company agreementsregulation, charter, by-laws or other organizational documents (ii) any Organization Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary, or (iii) any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt Indebtedness of the Borrower or any Subsidiary or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary, (d) will not violate or result in a default under any other agreement or other instrument binding upon the Parent, the Borrower, Borrower or any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorSubsidiary, (d) will other than such violations or defaults which would not violate cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect, or result in a default under any Poseidon Contribution Document and (e) will do not result in have an adverse effect on the creation or imposition enforceability of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents)., and

Approvals; No Conflicts. The Subject to the entry of the DIP Order, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and those consents, (b) approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, OP LLC, the Borrower, any other Restricted Subsidiary, Subsidiary or any Drop Down Entity Mortgagor DevCo or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower, such other Restricted Subsidiary or such Drop Down Entity MortgagorDevCo, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo (other than the Liens created by the Loan DocumentsDocuments and the Permitted OMP Credit Facility Liens encumbering the Property of the DevCos to the extent that such Property consists solely of Collateral).

Approvals; No Conflicts. The Transactions transactions contemplated by this Note (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person)Authority, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document this Note or the consummation of the Transactionstransactions contemplated hereby, except (1) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii2) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 hereunder or could not reasonably be expected to have a Material Adverse EffectEffect and (3) the filing of any required documents with the SEC, (bii) will not violate any applicable law Applicable Law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor Issuer or any order of any Governmental AuthorityAuthority (except, with respect to Applicable Law or regulations, for such violations that would not reasonably be expected to have a Material Adverse Effect), (ciii) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding instrument evidencing or governing Material Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, Issuer or any Drop Down Entity Mortgagor or any of their Propertiesits properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary or such Drop Down Entity Mortgagor, (d) will not violate or result in a default under any Poseidon Contribution Document Issuer and (eiv) will not result in the creation or imposition of any Lien on any Property property of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents)Issuer.

Approvals; No Conflicts. The Transactions (a) do not require require, as a condition thereto, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Subsidiary pursuant to any statutory law or regulation applicable to it, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor as herein provided or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Subsidiary, (c) will not violate or result in a default under any indenture or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any consentual Lien by the Borrower or any Subsidiary on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Canadian Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments or the Canadian Security Instruments as required by this Agreement, Agreement or the Canadian Credit Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents whichthat, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect, ; (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or (ii) any Drop Down Entity Mortgagor applicable Governmental Requirement or any order of any Governmental AuthorityAuthority applicable to or binding upon the Borrower or any Restricted Subsidiary (including, without limitation, FCPA and OFAC, if applicable), except in the case of clause (ii), violations that would not reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under the Canadian Credit Agreement or any indenture indenture, agreement or other agreement regarding instrument pursuant to which any Material Debt is outstanding, in each case, binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the ParentBorrower or any Restricted Subsidiary, the Borrower, such other Restricted Subsidiary or such Drop Down Entity Mortgagor, except violations that would not reasonably be expected to have a Material Adverse Effect; and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Oil and Gas Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created or permitted by the Loan Documents and the Canadian Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require require, as a condition thereto, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Subsidiary pursuant to any statutory law or regulation applicable to it, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor as herein provided or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Subsidiary, (c) will not violate or result in a default under any indenture or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or to the extent there is a cap on the amount of first lien loans in any such Drop Down Entity Mortgagor, indenture will not exceed such cap and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any consensual Lien by the Borrower or any Subsidiary on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Other than the entry of the Orders, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) except to the extent applicable bankruptcy law negates such requirement, the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under except to the extent applicable Governmental Requirements for initial public offeringsbankruptcy law negates the effect of any such default, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Guarantor or any order of any Governmental Authority, (c) except to the extent applicable bankruptcy law negates the effect of any such violation or default, will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (a) do not require any consent or approval of, under the WBR-NDB JOA or of any Governmental Authority or registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the TransactionsAuthority, except such (i) those as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements filings necessary to perfect or maintain perfection of the Liens created under applicable Governmental Requirements for initial public offeringsthe Loan Documents, and (iii) those third party approvals routinely obtained in the ordinary course of business or consents whichafter the closing of sales or transfers of assets, or (iv) those that, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder and could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any Requirement of Law applicable law or regulation or to the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor of its Restricted Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt binding upon Contractual Obligation (including under the Parent, WBR-NDB JOA) of the Borrower, any other Restricted Subsidiary, or any Drop Down Entity Mortgagor Borrower or any of their Properties, its Restricted Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any of its Restricted Subsidiary or such Drop Down Entity Mortgagor, Subsidiaries and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property asset of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor of its Restricted Subsidiaries, except Liens (other than the Liens if any) created by under the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower and the other Credit Parties of this Third Amendment and the other Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, the Amended Credit Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could the Amended Credit Agreement, would not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, material agreement or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The After giving effect to the Confirmation Order and the Prepackaged Plan, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders of its Equity Interests or any class of directors, managers directors or supervisors, as applicableother governing body, whether interested or disinterested, of the Parent, the any Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments Documents as required by this Agreement, and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 hereunder, or could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Sanctions and Applicable Law or any Drop Down Entity Mortgagor Organic Documents of any Borrower or any Restricted Subsidiary, or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their PropertiesMaterial Contract, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other any Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Borrower or any Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders, partners or any class of managers, directors, managers or supervisors, as applicablepartners, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require CREDIT AGREEMENT - Page 64 any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members or any class of directors, managers or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except the Bankruptcy Court’s order approving the Plan of Reorganization and such other approvals as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, Borrower or any other Restricted Subsidiary, or any Drop Down Entity Mortgagor Subsidiary or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan DocumentsDocuments which, for the avoidance of doubt, include the Liens created under the First-Out Facility).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder and could not reasonably be expected to have a Material Adverse EffectEffect and (iii) those consents of Governmental Authorities that are customarily obtained after the Effective Date, including Resolute Energy Corporation Second Amended & Restated Credit Agreement without limitation those consents set forth on Schedule 7.03, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor Loan Party or any order of any Governmental AuthorityAuthority in any way that could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any Organizational Document of any Loan Party or any indenture or other agreement regarding Debt of $1,000,000 or more binding upon the Parent, the Borrower, any other Restricted Subsidiary, Loan Party or any Drop Down Entity Mortgagor or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary or such Drop Down Entity Mortgagorany Loan Party, (d) will not violate or result in a default under any Poseidon Contribution Document other agreement or instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party, in any way that could reasonably be expected to have a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) This Agreement, the Guaranties and the other Loan Documents (i) do not require any consent or approval of, registration or filing (other than financing statements necessary to perfect the Liens created pursuant to the Collateral Documents) with, or any other action by, any Governmental Authority or any other third party (other than the Administrative Agent, the Lenders or any Affiliate thereof), except such as have been obtained or made and are in full force and effect and listed on Schedule 5.03, (ii) will not violate any applicable Law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries (except for payments made pursuant to and in connection with this Agreement, the Guaranties, the other Loan Documents and the TouchNet Merger Related Documents), and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except for the Liens created by the Collateral Documents. (b) The TouchNet Merger Related Documents (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionsparty, except such as have been obtained or made and are in full force and effect, other than (i) the recording effect and filing of the Security Instruments as required by this Agreementlisted on Schedule 5.03, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law material Law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor of its Subsidiaries or any order of any Governmental Authority, (ciii) will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, or any Drop Down Entity Mortgagor Borrower or any of their Propertiesits Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the ParentBorrower or any of its Subsidiaries (except for payments made pursuant to and in connection with this Agreement, the BorrowerGuaranties, such the other Restricted Subsidiary or such Drop Down Entity MortgagorLoan Documents and the TouchNet Merger Related CHL:83643.8 Documents), (d) will not violate or result in a default under any Poseidon Contribution Document and (eiv) will not result in the creation or imposition of any Lien on any Property asset of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than of its Subsidiaries, except for the Liens created by the Loan Collateral Documents). The TouchNet Merger has been consummated in accordance with the TouchNet Merger Agreement and in compliance in all material respects with all applicable Laws and regulatory approvals.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, obtained would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse Effect, Effect or do not have an adverse effect on the enforceability of the Loan Documents; (b) will not violate (i) any applicable material provision of law or regulation or (ii) the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, ; (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their respective material Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Borrower or any Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any material Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Subsidiary or any Drop Down Entity Mortgagor DevCo or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other any Restricted Subsidiary or such Drop Down Entity Mortgagor, any DevCo and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Guarantor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor, as the case may be, or the consummation of the Transactionstransactions by the Borrower or any Guarantor contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation applicable to, or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parentof, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Restricted Subsidiary, (c) will not violate or result in a breach of, or default under under, any indenture indenture, financing agreement or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their PropertiesProved Reserves or other material Properties (including, without limitation, any Permitted Unsecured Debt Document), or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the TransactionsAuthority, except such those as have been obtained or made and are in full force and effect, other than (i) the recording effect and filing except for filings necessary to perfect or maintain perfection of the Security Instruments as required by this AgreementLiens created under the Loan Documents, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Applicable Law or any Drop Down Entity Mortgagor judgment, order or any order ruling of any Governmental Authority, (ciii) will not violate or result in a default under the Organizational Documents of any indenture or other agreement regarding Debt binding upon the ParentLoan Party, the Borrower, any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary or such Drop Down Entity Mortgagor, (d) will not violate or result in a default under any Poseidon Contribution Document and (eiv) will not result in the creation or imposition of any Lien on any Property asset of the ParentLoan Parties, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the except Liens created under the Loan Documents. (b) Except as contemplated by the Loan Documents), all consents, approvals or authorizations of, or filings, registrations or qualifications with, any Governmental Authority or any other Person, necessary or, in the sole discretion of Lenders, advisable to be obtained by a Loan Party in connection with this Agreement, the other Loan Documents, the consummation of the Initial Public Offering and the continuing operations of the Borrower and its Subsidiaries and the transactions contemplated hereby have been obtained and are in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Initial Public Offering or the financing contemplated hereby.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Guarantor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor, as the case may be, or the consummation of the Transactionstransactions by the Borrower or any Guarantor contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation applicable to, or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parentof, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Restricted Subsidiary, (c) will not violate or result in a breach of, or default under under, any indenture indenture, financing agreement or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their PropertiesProved Reserves or other material Properties (including, without limitation, any Permitted 2015 Bond Document), or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements filings, consents or approvals required for the exercise by the Administrative Agent of its rights under applicable Governmental Requirements for initial public offeringsthe Security Instruments, (iii) filings under the Securities and Exchange Act of 1934, as amended, and filings of releases with respect to the collateral securing the Existing Credit Agreement, (iv) routine filings to be made after the date hereof to maintain "good standing" in such jurisdictions and to maintain licenses and permits, (v) those filings, approvals and consents disclosed in Schedule 7.03, and (iiivi) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument, including the 2002 Senior Subordinated Indenture and, if applicable, the Permitted Additional Senior Subordinated Indenture, binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, except as disclosed in Schedule 7.03 and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the any Security Instruments as required by this Agreement, the Loan Documents and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals consents, approvals, registrations, filings or consents other actions which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate result in a violation by any Loan Party of any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate breach or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any material payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorSubsidiary, (d) will not violate which breach, default or right to require payment could reasonably be expected to result in a default under any Poseidon Contribution Document Material Adverse Effect, and (ed) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created or permitted by the Loan Documents).

Approvals; No Conflicts. The Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party, nor the consummation of the Transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan 102563340 43 Document or the consummation of the TransactionsTransactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording effect and filing of the Security Instruments as required by this Agreement, (ii) normal requirements filings necessary to perfect, and/or maintain the perfection of, the Liens created under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effectthe Loan Documents, (b) will not violate (i) any applicable law or regulation in any material respect or the limited liability company agreements, charter, by-laws or other organizational documents (ii) any Organizational Document of the Parent, the Borrower, any other Restricted Subsidiary Loan Party or any Drop Down Entity Mortgagor or Subsidiary of any Loan Party or, in any material respect, any order of any Governmental Authority, (c) will not violate or constitute a default under or result in a default under any indenture breach of any indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Loan Party or any Drop Down Entity Mortgagor Subsidiary of any Loan Party or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Loan Party or such Drop Down Entity MortgagorSubsidiary, except to the extent such indenture, agreement or other instrument is not related to Material Indebtedness and such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Collateral or any other Property of the Parent, the Borrower, any other Restricted Subsidiary Loan Party or any Drop Down Entity Mortgagor Subsidiary of any Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Debt Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and those consents, (b) approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo or (ii) any applicable law or regulation or any order of any Governmental Authority, (c) other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, OP LLC, the Borrower, any other Restricted Subsidiary, Subsidiary or any Drop Down Entity Mortgagor DevCo or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower, such other Restricted Subsidiary or such Drop Down Entity MortgagorDevCo, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any material Property of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo (other than the Liens created by the Loan DocumentsDocuments and the Permitted OMP Credit Facility Liens encumbering the Property of the DevCos to the extent that such Property consists solely of Collateral).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents or filings with the SEC pursuant to the Securities Exchange Act of 1934 which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, Borrower or any Restricted Subsidiary or the Borrower, any other ’s or such Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their ’s Properties, or give rise to a right \ thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, (except as contemplated by Section 6.01(n)) and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of of, or the requirement to create, any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents)Restricted Subsidiary.

Approvals; No Conflicts. The Transactions (a) do not except as provided in Section 9.20 require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents whichthat, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, partners, shareholders or any class of directors, managers partners or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents whichthat, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreementscharter, charteroperating agreement, regulations, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Affiliate or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Affiliate or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Affiliate and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Affiliate (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the TransactionsAuthority, except such as have been obtained or made and are in full force and effect, other than (i) effect and except filings necessary to perfect Liens created under the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable law or regulation or the limited liability company agreementsto, charter, by-laws or other organizational documents of the ParentHoldings, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement regarding Debt or instrument binding upon the ParentHoldings, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the ParentHoldings, the BorrowerBorrower or any Restricted Subsidiary, such other Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property asset of the ParentHoldings, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Restricted Subsidiary, except Liens created by under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing effect as of the Security Instruments as required by this AgreementEffective Date, (ii) normal requirements filings and registrations of charges necessary to perfect Liens created under applicable Governmental Requirements for initial public offeringsthe Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents whichother actions, if not made the failure of which to obtain or obtained, make would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order Organizational Document of any Governmental AuthorityLoan Party, (c) will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument in each case constituting Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, (d) will not violate or result in a default under in, termination, cancelation or acceleration of any Poseidon Contribution Document obligation thereunder as of the Effective Date, and (e) will not result in the creation or imposition of any Lien on any Property asset of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Liens Restricted Subsidiary, except ▇▇▇▇▇ created by under the Loan Documents)Documents and Liens permitted under Section 6.02 of the Credit Agreement, except in the cases of clauses (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iiii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, OP LLC, the Borrower, any other Restricted Subsidiary, Subsidiary or any Drop Down Entity Mortgagor DevCo or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower, such other Restricted Subsidiary or such Drop Down Entity MortgagorDevCo, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo (other than the Liens created by the Loan DocumentsDocuments and the Permitted OMP Credit Facility Liens encumbering the Property of the DevCos to the extent that such Property consists solely of Collateral).

Approvals; No Conflicts. The Subject to entry of the DIP Order and the terms thereof, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and the applicable DIP Order and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default that is not excused by the Bankruptcy Code under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members or any class of directors, managers or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except the Bankruptcy Court’s order approving the Plan of Reorganization and such other approvals as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, Borrower or any other Restricted Subsidiary, or any Drop Down Entity Mortgagor Subsidiary or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents, which, for the avoidance of doubt, include the Liens created under the Term Loan B Facility and any Refinancing Debt thereof).

Approvals; No Conflicts. The Debt Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, OP LLC, the Borrower, any other Restricted Subsidiary, Subsidiary or any Drop Down Entity Mortgagor DevCo or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower, such other Restricted Subsidiary or such Drop Down Entity MortgagorDevCo, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any material Property of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor DevCo (other than the Liens created by the Loan DocumentsDocuments and the Permitted OMP Credit Facility Liens encumbering the Property of the DevCos to the extent that such Property consists solely of Collateral).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the entry by the Bankruptcy Court of the Interim Financing Order or the Final Financing Order, as applicable, (ii) filings with, and approvals from, the SEC, (iii) the recording and or filing of the Security Instruments and related financing statements as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iiiiv) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (v) those necessary to comply with Sections 8.03, 8.09 and 8.14, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document except as contemplated by this Agreement, the Pre-Petition Credit Agreement and (e) the Pre-Petition Senior Indenture, will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents)Subsidiary.

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the TransactionsDocument, except other than (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offeringsthose necessary to comply with Sections 8.03, and 8.08 or 8.12, (iii) approvals from BOEMRE or any other Governmental Authority customarily obtained after the closing of sales or transfers involving assets in the Gulf of Mexico or (iv) those third party approvals or consents whichthat, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder and could not reasonably be expected to have a Material Adverse Effect, ; (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or (ii) any Drop Down Entity Mortgagor applicable Governmental Requirement or any order of any Governmental AuthorityAuthority applicable to or binding upon the Borrower or any Restricted Subsidiary, the violation of which would reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument pursuant to which any Material Indebtedness is outstanding, including the Senior Indenture, binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagor, that could reasonably be expected to have a Material Adverse Effect; and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders, equity holders of its Equity Interests or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder and could not reasonably be expected to have a Material Adverse EffectEffect and (iii) those consents of Governmental Authorities that are customarily obtained after the Effective Date, including without limitation those consents set forth on Schedule 7.03, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor Loan Party or any order of any Governmental AuthorityAuthority in any way that could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any Organizational Document of any Loan Party or any indenture or other agreement regarding Debt of $1,000,000 or more binding upon the Parent, the Borrower, any other Restricted Subsidiary, Loan Party or any Drop Down Entity Mortgagor or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary or such Drop Down Entity Mortgagorany Loan Party, (d) will not violate or result in a default under any Poseidon Contribution Document and other agreement or instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party, in any way that could reasonably be expected to have a Material Adverse Effect, (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor Loan Party (other than the Liens created by the Loan Documents), and (f) will not violate, result in a default or event of default or require any consents under the First Lien Documents or any indenture governing the Senior Notes.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests the members or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, directors of the Parent, the Borrower or any other Person, whether interested or disinterested), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the TransactionsTransactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offeringsthe filings and recordings necessary to perfect the Liens created hereby and by the Security Instruments, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 hereunder or could not reasonably be expected to have a Material Adverse EffectEffect and (iv) the filing of any required documents with the SEC, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor of its Restricted Subsidiaries or any order of any Governmental AuthorityAuthority (except for such violations that would not reasonably be expected to have a Material Adverse Effect), (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument evidencing Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Guarantor or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Guarantor and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor of its Restricted Subsidiaries (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) filings with, and approvals from, the SEC, and approval of the noteholders and the shareholders of the Borrower that will have been obtained prior to the date of the initial funding in connection with the Reorganization, (ii) the recording and or filing of the Security Instruments and related financing statements as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iv) those necessary to comply with Sections 8.03, 8.09 and 8.14, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document except as contemplated by this Agreement and (e) the Senior Indenture, will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents)Subsidiary.

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, effect other 68 than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation in any material respect or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or in any Drop Down Entity Mortgagor respect or any order of any Governmental AuthorityAuthority in any material respect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding instrument in respect of Material Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorRestricted Subsidiary, (d) will not violate in any material respect or result in a default under any Poseidon Contribution Document indenture, agreement or other instrument (other than those in respect of Material Debt) binding upon the Borrower or any Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Restricted Subsidiary, and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower and each Guarantor of the Loan Documents to which they are a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments (and related UCC financing statements) as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or an Event of Default under any provision of this Agreement other than this Section 7.03 or could would not reasonably be expected to have a Material Adverse Effect, ; (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityAuthority applicable to Borrower or any Restricted Subsidiary, in each case the violation of which would reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under any indenture or other agreement regarding Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their PropertiesMaterial Contract, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Restricted Subsidiary; and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents and the Permitted Second Lien Debt Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except (i) such as have Index been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offeringsthe recordings and filings necessary to perfect the Liens created pursuant to the Security Instruments, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 hereunder or could not reasonably be expected to have a Material Adverse EffectEffect and (iv) the filing of any required documents with the SEC, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityAuthority binding upon the Borrower or any Restricted Subsidiary (except for such violations that would not reasonably be expected to have a Material Adverse Effect), (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument evidencing Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (axii) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i1) filings and approvals that will have been obtained prior to the Effective Date or are customarily obtained following an acquisition of Oil and Gas Properties, (ii) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, Agreement and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (bxiii) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (cxiv) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, (d) will not violate or result in a default under any Poseidon Contribution Document and (exv) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders, partners or any class of managers, directors, managers or supervisors, as applicablepartners, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan DocumentsDocuments and, at any time prior to the Second Lien Discharge Date, the Liens created under the Second Lien Documents to the extent permitted hereunder and under the Second Lien Intercreditor Agreement).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder and could not reasonably be expected to have a Material Adverse EffectEffect and (iii) those consents of Governmental Authorities that are customarily obtained after the Effective Date, including without limitation those consents set forth on Schedule 7.03, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor Loan Party or any order of any Governmental AuthorityAuthority in any way that could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any Organizational Document of any Loan Party or any indenture or other agreement regarding Debt of $1,000,000 or more binding upon the Parent, the Borrower, any other Restricted Subsidiary, Loan Party or any Drop Down Entity Mortgagor or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary or such Drop Down Entity Mortgagorany Loan Party, (d) will not violate or result in a default under any Poseidon Contribution Document other agreement or instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party, in any way that could reasonably be expected to have a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor Loan Party (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require require, as a condition thereto, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Subsidiary pursuant to any statutory law or regulation applicable to it, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor as herein provided or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Subsidiary, (c) will not violate or result in a default under any indenture or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or to the extent there is a cap on the amount of first lien loans in any such Drop Down Entity Mortgagor, indenture will not exceed such cap and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien by the Borrower or any Subsidiary on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (i) execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document and (ii) grant by any Loan Party of the Liens granted by it pursuant to the Security Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the TransactionsAuthority, except such as have been obtained or made and are in full force and effect, other than (i) effect and except filings necessary to perfect Liens created under the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order Organizational Documents of any Governmental AuthorityLoan Party, or (ii) any Requirements of Law applicable to any Loan Party, (c) will not violate or result in a default under any indenture or other agreement regarding Debt or instrument evidencing material Indebtedness binding upon the ParentHoldings, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the ParentHoldings, the BorrowerBorrower or any Restricted Subsidiary, such other Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property asset of the ParentHoldings, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Restricted Subsidiary, except Liens created by under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c) above) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The After giving effect to the Confirmation Order and the Prepackaged Plan, theThe Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders of its Equity Interests or any class of directors, managers directors or supervisors, as applicableother governing body, whether interested or disinterested, of the Parent, the any Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments Documents as required by this Agreement, and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 hereunder, or could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Sanctions and Applicable Law or any Drop Down Entity Mortgagor Organic Documents of any Borrower or any Restricted Subsidiary, or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their PropertiesMaterial Contract, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other any Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Borrower or any Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members or any class of directors, managers or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except the Bankruptcy Court’s order approving the Plan of Reorganization and such other approvals as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, Borrower or any other Restricted Subsidiary, or any Drop Down Entity Mortgagor Subsidiary or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan DocumentsDocuments and the Liens created under the Second Lien Indenture to the extent permitted hereunder and under the Second Lien Intercreditor Agreement).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the ParentHoldings, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, except to the extent such violation could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding instrument evidencing Material Debt binding upon the ParentHoldings, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the ParentHoldings, the BorrowerBorrower or any Restricted Subsidiary, such other Restricted Subsidiary except for violations that could not individually or such Drop Down Entity Mortgagorin the aggregate, (d) will not violate or reasonably be expected to result in a default under any Poseidon Contribution Document Material Adverse Effect and (ed) will not result in the creation or imposition of any Lien on any Property of the ParentHoldings, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement regarding Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests the members or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, directors of the Parent, the Borrower or any other Person, whether interested or disinterested), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the TransactionsTransactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offeringsthe filings and recordings necessary to perfect the Liens created hereby and by the Security Instruments, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 hereunder or could not reasonably be expected to have a Material Adverse EffectEffect and (iv) the filing of any required documents with the SEC, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor of its Subsidiaries or any order of any Governmental AuthorityAuthority (except for such violations that would not reasonably be expected to have a Material Adverse Effect), (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument evidencing Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Guarantor or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor of its Subsidiaries (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (i) execution, delivery or performance by, any Loan Party of this Agreement or any other Loan Document and (ii) grant by any Loan Party of the Liens granted by it pursuant to the Security Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the TransactionsAuthority, except such as have been obtained or made and are in full force and effect, other than (i) effect and except filings necessary to perfect Liens created under the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable law or regulation or the limited liability company agreementsto, charter, by-laws or other organizational documents of the ParentHoldings, the Borrower, any other Restricted Subsidiary Parent Borrower or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement regarding Debt or instrument evidencing Indebtedness binding upon the ParentHoldings, the Borrower, any other Restricted Subsidiary, Parent Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the ParentHoldings, the BorrowerParent Borrower or any Restricted Subsidiary, such other Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property asset of the ParentHoldings, the Borrower, any other Restricted Subsidiary Parent Borrower or any Drop Down Entity Mortgagor (other than the Restricted Subsidiary, except Liens created by under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (i) execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document and (ii) grant by any Loan Party of the Liens granted by it pursuant to the Security Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the TransactionsAuthority, except such as have been obtained or made and are in full force and effect, other than (i) effect and except filings necessary to perfect Liens created under the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse EffectLoan Documents, (b) will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable law or regulation or the limited liability company agreementsto, charter, by-laws or other organizational documents of the ParentHoldings, the Borrower, any other Restricted Subsidiary Parent Borrower or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityRestricted Subsidiary, (c) will not violate or result in a default under any indenture or other agreement regarding Debt or instrument evidencing Indebtedness binding upon the ParentHoldings, the Borrower, any other Restricted Subsidiary, Parent Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment payment, repurchase or redemption to be made by the ParentHoldings, the BorrowerParent Borrower or any Restricted Subsidiary, such other Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property asset of the ParentHoldings, the Borrower, any other Restricted Subsidiary Parent Borrower or any Drop Down Entity Mortgagor (other than the Restricted Subsidiary, except Liens created by under the Loan Documents, except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Approvals; No Conflicts. The Transactions (a) do not require require, as a condition thereto, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders or any class of directors, managers directors or supervisors, as applicablemanagers, whether interested or disinterested, of the Parent, the Borrower or any other Person)) to be obtained or made by the Borrower or any Subsidiary pursuant to any statutory law or regulation applicable to it, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor as herein provided or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental AuthorityAuthority applicable to the Borrower or any Subsidiary, (c) will not violate or result in a default under any indenture or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any consensual Lien by the Borrower or any Subsidiary on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests members, shareholders, partners or any class of managers, directors, managers or supervisors, as applicablepartners, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, and (iii) consents by, required notices to, or other actions by state and federal governmental entities in connection with the assignment of state and federal oil and gas leases or other interests therein that are customarily obtained subsequent to such assignments, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity Mortgagor, Subsidiary and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents whichthat, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect, ; (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or (ii) any Drop Down Entity Mortgagor applicable Governmental Requirement or any order of any Governmental AuthorityAuthority applicable to or binding upon the Borrower or any Restricted Subsidiary (including, without limitation, FCPA and OFAC, if applicable), except in the case of clause (ii), violations that would not reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under either of the First Lien Credit Agreements or any indenture indenture, agreement or other agreement regarding Debt instrument pursuant to which any Material Indebtedness is outstanding, in each case, binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the ParentBorrower or any Restricted Subsidiary, the Borrower, such other Restricted Subsidiary or such Drop Down Entity Mortgagor, except violations that would not reasonably be expected to have a Material Adverse Effect; and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Oil and Gas Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created or permitted by the Loan Documents).

Approvals; No Conflicts. The Debt Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower, Borrower or any other Restricted Subsidiary or (ii) any Drop Down Entity Mortgagor applicable law or regulation or any order of any Governmental Authority, other than any such violation that could not reasonably be expected to have a Material Adverse Effect or an adverse effect on the enforceability of the Loan Documents, (c) will not violate or result in a default under any indenture material indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, OP LLC, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorRestricted Subsidiary, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any material Property of the Parent, OP LLC, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation in any material respect or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary in any respect or any order of any Governmental AuthorityAuthority in any material respect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding instrument in respect of Material Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorSubsidiary, (d) will not violate in any material respect or result in a default under any Poseidon Contribution Document indenture, agreement or other instrument (other than those in respect of Material Debt) binding upon the Borrower or any Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary, and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any U.S. Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments or the U.S. Security Instruments as required by this Agreement, Agreement or the U.S. Credit Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents whichthat, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have a Material Adverse Effect, ; (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Parent or any other Restricted Subsidiary or (ii) any Drop Down Entity Mortgagor applicable Governmental Requirement or any order of any Governmental AuthorityAuthority applicable to or binding upon the Parent or any Restricted Subsidiary (including, without limitation, FCPA and OFAC, if applicable), except in the case of clause (ii), violations that would not reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under the U.S. Credit Agreement or any indenture indenture, agreement or other agreement regarding instrument pursuant to which any Material Debt is outstanding, in each case, binding upon the Parent, the Borrower, any other Restricted Subsidiary, Parent or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the ParentParent or any Restricted Subsidiary, the Borrower, such other Restricted Subsidiary or such Drop Down Entity Mortgagor, except violations that would not reasonably be expected to have a Material Adverse Effect; and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Oil and Gas Property of the Parent, the Borrower, Parent or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created or permitted by the Loan Documents and the U.S. Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by each Credit Party of this Agreement (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, the Credit Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could hereunder, would not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, material agreement or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, OP LLC, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil and Gas Properties, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, OP LLC, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, OP LLC, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorSubsidiary, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, OP LLC, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower and the other Credit Parties of this Fourth Amendment and the other Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Mortgage Amendments and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could the Amended Credit Agreement, would not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, material agreement or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower and the other Credit Parties of this First Amendment and the other Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (including the Bankruptcy Court) or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could the Amended Credit Agreement, would not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws bylaws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityAuthority (including the DIP Order), (c) will not violate or result in a default under any indenture indenture, material agreement or other agreement regarding Debt material instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers directors or supervisorsmanagers, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, Agreement and (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable material provision of law or regulation or the limited liability company agreements, charter, by-laws bylaws or other organizational documents Organizational Documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture in respect of Material Debt, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorRestricted Subsidiary, except for violations that could not individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (d) will not violate or result in a default under any Poseidon Contribution Document Acquisition Document, and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests shareholders or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents and (iii) those consents, approvals or filings that are customarily obtained after the closing of an acquisition of Oil & Gas Properties, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Subsidiary Borrower or such Drop Down Entity MortgagorSubsidiary, (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording those necessary to comply with Sections 8.03, 8.08 and filing of the Security Instruments as required by this Agreement8.11, (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents whichthat, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder and could not reasonably be expected to have a Material Adverse Effect, Effect and (iii) approvals from BOEMRE or any other Governmental Authority customarily obtained after the closing of sales or transfers involving assets in the Gulf of Mexico; (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or (ii) any Drop Down Entity Mortgagor applicable Governmental Requirement or any order of any Governmental Authority, Authority applicable to or binding upon the Borrower or any Subsidiary which would reasonably be expected to have a Material Adverse Effect; (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument pursuant to which any Material Indebtedness is outstanding binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Subsidiary or any of their Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted Borrower or any Subsidiary or such Drop Down Entity Mortgagor, that could reasonably be expected to have a Material Adverse Effect; and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments as required by this Agreement, (ii) normal requirements filings, consents or approvals required for the exercise by the Administrative Agent of its rights under applicable Governmental Requirements for initial public offeringsthe Security Instruments, and (iii) filings under the Securities and Exchange Act of 1934, as amended, (iv) routine filings to be made after the date hereof to maintain “good standing” in such jurisdictions and to maintain licenses and permits, (v) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or hereunder, could not reasonably be expected to have a Material Adverse EffectEffect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or (i) the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or (ii) any Drop Down Entity Mortgagor applicable law or regulation or any order of any Governmental AuthorityAuthority applicable to or binding upon the Borrower or any Restricted Subsidiary which would reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument pursuant to which any Material Indebtedness is outstanding, including the Indentures, binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, Borrower or such other Restricted Subsidiary or such Drop Down Entity Mortgagor, that could reasonably be expected to have a Material Adverse Effect and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Borrower or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders of its Equity Interests or any class of directors, managers directors or supervisors, as applicableother governing body, whether interested or disinterested, of the Parent, the any Borrower or any other Person)) to be made or obtained by an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document against an Obligor or the consummation of the Transactionstransactions contemplated thereby by an Obligor, except such as have been obtained or made and are in full force and effect, effect other than (i) the recording and filing of the Security Instruments Documents as required by this Agreement, (ii) normal requirements under applicable Governmental Requirements for initial public offeringsAgreement and such Security Documents, and (iiiii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or an Event of Default under any provision of this Agreement other than this Section 7.03 would, individually or could in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions or Applicable Law applicable law to an Obligor, (ii) any Organic Documents of any Obligor, or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or (iii) any order of any Governmental AuthorityAuthority binding on any Obligor, (c) will not violate or result in a default under any indenture or other agreement regarding Debt binding upon the Parent, the Borrower, any other Restricted Subsidiary, or any Drop Down Entity Mortgagor or any of their PropertiesMaterial Contract, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Restricted any Obligor or US-DOCS\123034949.14 any Subsidiary or such Drop Down Entity Mortgagor, thereunder and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any consensual Lien on any Property of the Parent, the Borrower, any other Restricted Subsidiary Obligor or any Drop Down Entity Mortgagor Subsidiary (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person)Authority, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (iii) the recording filings and filing of recordings necessary to perfect the Liens created hereby and by the Security Instruments as required by this Agreement(or assign such Liens from the Existing Administrative Agent to the Administrative Agent), (ii) normal requirements under applicable Governmental Requirements for initial public offerings, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 hereunder or could not reasonably be expected to have a Material Adverse EffectEffect and (iv) the filing of any required documents with the SEC, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents Organizational Documents of the Parent, the Borrower, Credit Parties or any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order of any Governmental AuthorityAuthority (except, with respect to applicable law or regulations, for such violations that would not reasonably be expected to have a Material Adverse Effect), (c) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding instrument evidencing or governing Material Debt binding upon the ParentCredit Parties, the Borrower, any other Restricted Subsidiary, Subsidiaries or any Drop Down Entity Mortgagor or any of their respective Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Credit Parties or any Restricted Subsidiary or such Drop Down Entity Mortgagor, and (d) will not violate or result in a default under any Poseidon Contribution Document and (e) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower, Credit Parties or any other Restricted Subsidiary or any Drop Down Entity Mortgagor (other than the Liens created by the Loan Documents).

Approvals; No Conflicts. The Transactions execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan Parties are a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the Transactions, except (i) such as have been obtained or made and are in full force and effect, other than (i) the recording and filing in each case as of the Security Instruments as required by this AgreementClosing Date, (ii) normal requirements filings and registrations of charges necessary to perfect Liens created under applicable Governmental Requirements for initial public offeringsthe Loan Documents and to release existing Liens (if any), and (iii) those third party approvals consents, approvals, registrations, filings or consents whichother actions, if not made the failure of which to obtain or obtained, make would not cause a Default or an Event of Default under any provision of this Agreement other than this Section 7.03 or could not reasonably be expected to have result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the limited liability company agreements, charter, by-laws or other organizational documents of the Parent, the Borrower, any other Restricted Subsidiary or any Drop Down Entity Mortgagor or any order Organizational Document of any Governmental AuthorityLoan Party, (c) will not violate any Requirement of Law applicable to the Borrower or any Restricted Subsidiary, (d) will not violate or result in a default under any indenture indenture, agreement or other agreement regarding Debt instrument in each case constituting Material Indebtedness binding upon the Parent, the Borrower, any other Restricted Subsidiary, Borrower or any Drop Down Entity Mortgagor Restricted Subsidiary or any of their Propertiesrespective assets, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower, such other Borrower or any Restricted Subsidiary or such Drop Down Entity Mortgagorgive rise to a right of, (d) will not violate or result in, termination, cancelation or acceleration of any obligation thereunder, in a default under any Poseidon Contribution Document each case as of the Closing Date, and (e) will not result in the creation or imposition of any Lien on any Property asset of the Parent, the Borrower, any other Restricted Subsidiary Borrower or any Drop Down Entity Mortgagor (other than the Liens Restricted Subsidiary, except ▇▇▇▇▇ created by under the Loan Documents)Documents and Liens permitted under Section 6.02, except in the cases of clauses (c) and (d) above where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.