2018-04-09_REVISION - M2007067 ‎(6)‎

• Permit No: M2007067
• IBM Index Class Name: REVISION
• Doc Date: 4/9/2018
• Doc Name: Application
• From: Caerus/Marathon
• To: DRMS
• Type & Sequence: SO1
• Email Name: ACY
• Media Type: D
• Archive: No

899496 11/03/2017 01.14.15 PM Page 3 of 44
Jean Alberico, Garfield County, Colorado
Rec Fee: $228.00 Doc Fee: $0.00 eRecorded
(xi) all royalties, overriding royalties, sliding scale royalties, shut-in royalties,
rights to royalties in kind, or other interests in production of Hydrocarbons
(other than Working Interests)relating to the Properties;
(xii) all Third Party geological, geophysical and other seismic data to the extent
relating to the Properties and to the extent transferable without penalty or
payment, or if transferable with penalty or payment for which Assignee
has paid or agreed to pay such penalties or payments;
(xiii) to the extent transferable (with consent, if applicable), all rights to claims,
warranties, indemnities and releases from or by Third Parties, in each case
to the extent relating to the Properties from and after the Effective Date or
Assumed Obligations, but not related to the Retained Obligations or for
any matter for which Assignor is obligated to provide indemnification to
Assignee under this Agreement; and
(xiv) the Records.
TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns,
forever, subject, however,to all the terms and conditions of this Assignment.
2.2 Excluded Assets and Reservation.
The Assets shall not include, and Assignor hereby reserves and retains, the Assignor
Retained Assets and the Second Closing Assets.
ARTICLE III
SPECIAL WARRANTY; DISCLAIMERS; CERTAIN DEFINITIONS
3.1 Special Warranty.
(a) Special Warranty of Title.
Effective as of the Second Closing Date, Assignor will forever warrant,
Defensible Title, without duplication, to the Properties that such Assignor
transfers unto Assignee against every Person whomsoever lawfully claiming or to
claim the same or any part thereof by, through or under such Assignor, but not
otherwise, subject, however,to the Permitted Encumbrances.
(b) Recovery on Special Warranty.
(i) Assignee shall furnish Assignor a Title Defect notice (the "Special
Warranty Defect Notice")meeting the requirements of Section 8.4 of the
Purchase Agreement setting forth any matters which Assignee intends to
assert as a breach of Assignor's special warranty of title in this
Assignment. Assignor will have a reasonable opportunity, but not an
obligation,to cure any such Title Defect asserted by Assignee in respect of
the special warranty of title under this Assignment. Assignee agrees to
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