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899498 11/03/2017 01:14:15 PM Page 9 of 44 <br />Jean Alberico, Garfield County, Colorado <br />Rec Fee: $228.00 Doc Fee: $0.00 eRecorded <br />"Contract" means any contract, agreement, indenture, note, mortgage, Ioan, instrument, <br />lease (not including the Second Closing Leases), license, commitment or other <br />arrangement, understanding, undertaking, commitment or obligation. <br />"Debt Instrument" means any indenture, mortgage, loan, guaranty of any obligation, <br />bonds, letters of credit, credit or sale-leaseback, or similar financial Contract relating to <br />the Second Closing Assets. <br />"Effective Date" has the meaning set forth in the preamble. <br />"Excluded Records" means: <br />(a) all corporate, financial, income and franchise Tax and legal records of <br />Assignor that relate to Assignor's business generally (whether or not <br />relating to the Second Closing Assets); <br />(b) any records to the extent disclosure or transfer is restricted by any Third <br />Party license agreement, other Third Party Contract or applicable Law; <br />(c) computer software and hardware, intellectual property licenses and related <br />information and Contracts; <br />(d) all legal records and Iegal files of Assignor and all other work product of <br />and attorney-client communications with any of Assignor's legal counsel, <br />other than copies of: <br />(i) title opinions; <br />(ii) Material Contracts and other Contracts (and files related thereto) <br />constituting part of the Second Closing Assets; <br />(iii) Second Closing Leases (and files related thereto); and <br />(iv) records and files with respect to any of the Assumed Obligations, <br />including any litigation matters included as part of the Assumed <br />Obligations; <br />(e) personnel records; <br />(f) records relating to the sale of the Second Closing Assets, including bids <br />received from and records of negotiations with Third Parties; <br />(g) any records to the extent relating to the Assignor Retained Assets; and <br />(h) any records to the extent relating to the Second Closing Assets. <br />"Facilities" means all facilities, infrastructure and equipment (excepting and reserving <br />the Hydrocarbon Inventory) used in connection with the development or operation of the <br />Properties, including all oil, gas and water pipelines, flowlines, gathering and processing <br />9 <br />