SECTION # Title to Properties; Possession Under Leases.

109 SECTION 6.06 Maintenance of Properties

Section # Maintenance of Properties; Insurance 23

Maintenance of Properties TABLE OF CONTENTS

SECTION # Maintenance of Properties, Etc. 5965

promptly perform in accordance with industry standards, the material obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Borrowing Base Properties and other material Properties; and

Ownership of Properties. The Company and its Subsidiaries have good title, free of all Liens other than those permitted by [Section 7.3(F)], to all of the assets reflected in the Company’s most recent consolidated financial statements provided to the Administrative Agent as owned by the Company and the Subsidiaries, except assets sold or otherwise transferred as permitted under [Section 7.3(C)].

Intellectual Properties Assignment. With respect to the Intellectual Property an Intellectual Property Assignment Agreement substantially in the form of [Exhibit G] hereto (the “Intellectual Property Assignment Agreement”) duly executed by Seller and Buyer, effecting the assignment to and assumption by Buyer of the Intellectual Property;

Each of the Borrower and its Subsidiaries has good and marketable title in fee simple to, or valid leasehold interests in, all real property material to the conduct of its business, except for such minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and except for Permitted Liens.

Titles to Properties. Each Borrower has good and marketable title to the property (including all of the Collateral) it purports to own, free from Liens except for Permitted Liens.