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899496 11/03/2017 01:14:15 PM Page 2 of 44 <br />Jean Alberico, Gartield County, Colorado <br />Rec Fee: $228.00 Doc Fee: $0.00 eRecorded <br />hereby acquire, all of Assignor's right, title and interest in and to the following (such <br />interests and properties described in this Section 2.1, collectively, the "Second Closing <br />Assets"): <br />(a) all of Assignor's right, title and interest in and to: <br />(i) the Properties; <br />(ii) the Facilities; <br />(iii) Second Closing Easements; <br />(iv) all Hydrocarbons within or produced from or attributable to the Properties <br />(or the interests described in subparts (x) or (xiii) of this definition of <br />Second Closing Assets) from and after the Effective Date, and all proceeds <br />or accounts receivable resulting from or attributable to the sale of any such <br />Hydrocarbons; <br />(v) the Hydrocarbon Inventory; <br />(vi) the Material Contracts; <br />(vii) any other Contracts which are not Material Contracts but to which <br />Assignor is a party and by which any of the Properties (or the interests <br />described in subparts (x) or (xiii) of this definition of Second Closing <br />Assets) are bound or subject, limited, in each case, to the extent that such <br />Contracts are used in connection with, or related to the Properties (or the <br />interests described in subparts (x) or (xiii) of this definition of Second <br />Closing Assets) (including the ownership or operation thereof); <br />(viii) all reversionary interests, carried interests, options, convertible interests <br />and net profits interests that are attributable in accordance with the <br />Properties; <br />(ix) all unitization, communitization and pooling declarations, orders and <br />agreements (including all units formed by voluntary agreement and those <br />formed under the rules, regulations, orders or other official acts of <br />Governmental Authorities) to the extent they relate to the Properties (or <br />the interests described in subparts (x) or (xiii) of this definition of Second <br />Closing Assets), or the production of Hydrocarbons from the Properties <br />(or the interests described in subparts (x) or (xiii) of this definition of <br />Second Closing Assets); <br />(x) all Permits to the extent they relate to the Properties, and any variances or <br />waivers to such Permits to the extent they relate to the Properties; <br />