2018-04-09_REVISION - M2007067 (6)

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899496 11/03/2017 01.14:15 PM Page 7 of 44 Jean Alberico, Garfield County, Colorado Rec Fee: $228.00 Doc Fee: $0.00 eRecorded as part of the Second Closing Assets or for which Assignor is required to provide indemnification to Assignee under the Purchase Agreement, except,in each case,to the extent relating to an Assumed Obligation; (d) any joint venture audits to the extent such audits relate to the Second Closing Assets prior to the Effective Date; (e) all rights and interests of Assignor or its Affiliates (to extent such rights and interests are not expressly included as part of the Second Closing Assets or relate to an Assumed Obligation): (i) under any indemnity agreement; or (ii) to any condemnation proceeds or awards; (f) all rights and interests of Assignor or its Affiliates under any bond or similar instrument; (g) any Debt Instruments or Hedge Contracts in respect of the Second Closing Assets to which Assignor or its Affiliate is bound; (h) any Contracts between Assignor and its Affiliate that relate to, or are binding on,the Second Closing Assets; (i) any Taxes, Tax refunds or Tax carry-forward amounts attributable to the Second Closing Assets prior to the Effective Date or to Assignor's business generally; (j) all of Assignor's proprietary or licensed computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (k) all geological, geophysical and other seismic and related technical data and information not included in the Second Closing Assets; (1) all Third Party geological, geophysical and other seismic data to the extent transferable with penalty or payment for which Assignee has not paid or agreed to pay such penalties or payments; (m) all data that cannot be disclosed to Assignee as a result of confidentiality arrangements under Contracts with Third Parties for which consent to such disclosure has not been obtained; (n) all property, rights and assets of Assignor not included within the definition of Second Closing Assets; (o) the Inventory; and 7