SECTION # Title to Properties; Possession Under Leases.

109 SECTION 6.06 Maintenance of Properties

SECTION # Maintenance of Properties, Etc. 5965

SECTION # Maintenance of Properties; Insurance 72

Maintenance of Properties TABLE OF CONTENTS

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)].

Title to Properties. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets which are material to the business of the Company reflected as owned in the financial statements referred to in Section 2(a)(xii) above or elsewhere in the Registration Statement or the Prospectus, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except those that # do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or # would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or of its subsidiary are held under valid and enforceable leases, with such exceptions as # are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary or # would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change.

. Each property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria”.

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.