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