PURCHASE AND SALE AGREEMENT

Exhibit 2.1

EXECUTION COPY

PURCHASE AND SALE AGREEMENT

AMONG

ENCORE OPERATING, L.P.,

ENCORE ENERGY PARTNERS OPERATING LLC

AND

ENCORE ENERGY PARTNERS LP

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EXHIBITS

SCHEDULES

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DEFINITIONS

“Adjusted Consideration” shall mean the Consideration after calculating and applying the adjustments set forth in Section 2.2.

“Adjustment Period” has the meaning set forth in Section 2.2(a).

“Affiliates” with respect to any Person, means any Person that directly or indirectly controls, is controlled by or is under common control with such Person. “Control” means ownership of fifty percent (50%) or more of the voting interest (stock or otherwise) of such Person.

“Agreement” means this Purchase and Sale Agreement.

“Aggregate Benefit Deductible” has the meaning set forth in Section 3.4(k).

“Aggregate Title Deductible” has the meaning set forth in Section 3.4(j).

“Allocated Value” has the meaning set forth in Section 3.4(a).

“Assessment” has the meaning set forth in Section 4.1.

“Assets” has the meaning set forth in Section 1.2.

“Assumed Obligations” has the meaning set forth in Section 11.3.

“Bonds” means bonds, lease bonds, area-wide bonds and surety bonds.

“Business Day” means each calendar day except Saturdays, Sundays, and Federal holidays.

“Claim” or “Claims” has the meaning set forth in Section 11.4(a).

“Claim Notice” has the meaning set forth in Section 11.5(b).

“Closing” has the meaning set forth in Section 9.1(a).

“Closing Date” has the meaning set forth in Section 9.1(b).

“Closing Payment” has the meaning set forth in Section 9.4(a).

“Code” has the meaning set forth in Section 2.3.

“Conflicts Committee” means the Conflicts Committee as now or hereafter constituted of the Board of Directors of the general partner of the Partnership.

“Consideration” has the meaning set forth in Section 2.1.

“Contracts” has the meaning set forth in Section 1.2(d).

“Conveyance” has the meaning set forth in Section 3.1(b).

“COPAS” means the Council of Petroleum Accountants Society.

“Cure Period” has the meaning set forth in Section 3.4(c).

“Defensible Title” has the meaning set forth in Section 3.2.

“DTPA” has the meaning set forth in Section 11.9(a).

“EEPO” means Encore Energy Partners Operating LLC, a Delaware limited liability company.

“EEPO Indemnitees” shall mean EEPO, EEPO’s Affiliates (including the General Partner, the Partnership and their controlled Affiliates but otherwise excluding EOLP and its Affiliates), joint owners and venturers, co-lessees and partners, and EEPO’s contractors and each of their respective officers, directors, employees, agents, representatives, insurers, subcontractors, successors and permitted assigns.

“Effective Time” has the meaning set forth in Section 1.4(a).

“Environmental Laws” means, as the same may have been amended, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq .; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq .; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq .; the Clean Air Act, 42 U.S.C. § 7401 et seq. the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et seq .; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq .; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq .; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq .; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq .; the Atomic Energy Act, 42 U.S.C. § 2011 et seq .; and all applicable related Law, whether local, state, territorial, or national, of any Governmental Body having jurisdiction over the property in question addressing pollution or protection of human health, safety, natural resources or the environment and all regulations implementing the foregoing.

“Environmental Liabilities” shall mean any and all environmental response costs (including costs of remediation), damages, natural resource damages, settlements, consulting fees, expenses, penalties, fines, orphan share, prejudgment and post-judgment interest, court costs, attorneys’ fees, and other liabilities incurred or imposed (i) pursuant to any order, notice of responsibility, directive (including requirements embodied in Environmental Laws), injunction, judgment or similar act (including settlements) by any Governmental Body or court of competent jurisdiction to the extent arising out of any violation of, or remedial obligation under, any Environmental Laws which are attributable to the ownership or operation of the Assets prior to the Effective Time or (ii) pursuant to any claim or cause of action by a Governmental Body or other Person for personal injury, property damage, damage to natural resources, remediation or response costs to the extent arising out of any violation of, or any remediation

obligation under, any Environmental Laws which is attributable to the ownership or operation of the Assets prior to the Effective Time.

“EOLP” means Encore Operating, L.P., a Texas limited partnership.

“EOLP Indemnitees” shall mean EOLP, EOLP’s Affiliates (excluding the General Partner, the Partnership and any of their controlled Affiliates), joint owners and venturers, co-lessees and partners, and EOLP’s contractors, and each of their respective officers, directors, employees, agents, representatives, insurers, subcontractors, successors and permitted assigns.

“EOLP Operated Assets” shall mean Assets operated by EOLP.

“EOLP Non-Operated Assets” shall mean Assets not operated by EOLP.

“Equipment” has the meaning set forth in Section 1.2(f).

“Excluded Assets” has the meaning set forth in Section 1.3.

“Financial Statements” has the meaning set forth in Section 7.7(a).

“Fundamental Representations” mean the representations set forth in Sections 5.2, 5.3, 5.4, 5.5, 5.8, 6.1, 6.2, 6.3, and 6.4.

“General Partner” means Encore Energy Partners GP LLC, a Delaware limited liability company and general partner of the Partnership.

“Governmental Authorizations” has the meaning set forth in Section 5.12.

“Governmental Body” or “Governmental Bodies” means any federal, state, local, municipal, or other governments; any governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal.

“Hydrocarbons” means oil, gas, condensate and other gaseous and liquid hydrocarbons or any combination thereof and sulphur extracted from hydrocarbons.

“Imbalance” or “Imbalances” means over-production of Hydrocarbons or under-production of Hydrocarbons or over-deliveries or under-deliveries with respect to Hydrocarbons produced from or allocated to the Assets, regardless of whether such over-production of Hydrocarbons or under-production of Hydrocarbons or over-deliveries or under-deliveries arise at the platform, wellhead, pipeline, gathering system, transportation or other location.

“Indemnified Party” has the meaning set forth in Section 11.5(a).

“Indemnifying Party” has the meaning set forth in Section 11.5(a).

“Indemnity Claim” has the meaning set forth in Section 11.5(b).

“Individual Benefit Threshold” has the meaning set forth in Section 3.4(k).

“Individual Title Threshold” has the meaning set forth in Section 3.4(j).

“Invasive Activity” has the meaning set forth in Section 4.1.

“Lands” has the meaning set forth in Section 1.2(a).

“Laws” means all statutes, laws (including common law), rules, regulations, ordinances, orders, and codes of Governmental Bodies.

“Leases” has the meaning set forth in Section 1.2(a).

“Like-Kind Exchange” has the meaning set forth in Section 7.9(b).

“Material Adverse Effect” means any effect that is reasonably expected to have an adverse effect on the ownership, operation or value of the Assets, as currently operated, in an amount in excess of ten percent (10%) of the Consideration; provided , however, that “Material Adverse Effect” shall not include (i) any effect resulting from entering into this Agreement or the announcement of the transactions contemplated by this Agreement; (ii) any effect resulting from changes in general market, economic, financial or political conditions or any outbreak of hostilities or war, (iii) any effect that affects the Hydrocarbon exploration, production, development, processing, gathering and/or transportation industry generally (including changes in commodity prices or general market prices in the Hydrocarbon exploration, production, development, processing, gathering and/or transportation industry generally), and (iv) any effect resulting from a change in Laws or regulatory policies.

“Net Revenue Interest” has the meaning set forth in Section 3.2(a).

“NORM” means naturally occurring radioactive material.

“Partnership” means Encore Energy Partners LP, a Delaware limited partnership.

“Payout Balance(s)” means the status of the recovery by EOLP or a third party of a cost amount specified in the contract relating to a Well or group of Wells included in the Properties out of the revenue from such Well or Wells where the working interest or the net revenue interest, royalty interest or overriding royalty interest of EOLP therein will be adjusted when such amount has been recovered.

“Permitted Encumbrances” has the meaning set forth in Section 3.3.

“Pipelines” has the meaning set forth in Section 1.2(g).

“Person” means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Body or any other entity.

“Preference Property” has the meaning set forth in Section 7.8(b).

“Preference Right” means any right or agreement that enables any Person to purchase or acquire any Asset or any interest therein or portion thereof as a result of or in connection with (i) the sale, assignment or other transfer of any Asset or any interest therein or portion thereof or (ii) the execution or delivery of this Agreement or the consummation or performance of the terms and conditions contemplated by this Agreement.

“Properties” has the meaning set forth in Section 1.2(c).

“Property Costs” has the meaning set forth in Section 1.4(b).

“Records” has the meaning set forth in Section 1.2(i).

“REGARDLESS OF FAULT” has the meaning set forth in Section 11.4(a).

“Retained Asset” has the meaning set forth in Section 7.8(d).

“Royalty Amounts” has the meaning set forth in Section 11.3.

“Surface Contracts” has the meaning set forth in Section 1.2(e).

“Tax Allocated Value” has the meaning set forth in Section 2.3.

“Taxes” means all federal, state, local, and foreign income, profits, franchise, sales, use, ad valorem, property, severance, production, excise, stamp, documentary, real property transfer, or gain, gross receipts, goods and services, registration, capital, transfer or withholding taxes or other governmental fees or charges imposed by any taxing authority, including any interest, penalties or additional amounts which may be imposed with respect thereto.

“Tax Returns” has the meaning set forth in Section 5.8.

“Title Arbitrator” has the meaning set forth in Section 3.4(i).

“Title Benefit” has the meaning set forth in Section 3.2(c).

“Title Benefit Amount” has the meaning set forth in Section 3.4(e).

“Title Benefit Notice” has the meaning set forth in Section 3.4(b).

“Title Claim Date” has the meaning set forth in Section 3.4(a).

“Title Defect” has the meaning set forth in Section 3.2(c).

“Title Defect Amount” has the meaning set forth in Section 3.4(d).

“Title Defect Notice” has the meaning set forth in Section 3.4(a).

“Title Defect Property” has the meaning set forth in Section 3.4(a).

“Transfer Requirement” means any consent, approval, authorization or permit of, or filing with or notification to, any Person which is required to be obtained, made or complied with for or in connection with any sale, assignment or transfer of any Asset or any interest therein, other than any consent of, notice to, filing with, or other action by Governmental Bodies in connection with the sale or conveyance of oil and/or gas leases or interests therein or Surface Contracts or interests therein, if they are not required prior to the assignment of such oil and/or gas leases, Surface Contracts or interests or they are customarily obtained subsequent to the sale or conveyance (including consents from state agencies).

“Units” has the meaning set forth in Section 1.2(c).

“Wells” has the meaning set forth in Section 1.2(b).

PURCHASE AND SALE AGREEMENT

     This Purchase and Sale Agreement is executed on May 18, 2009, by and among Encore Operating, L.P., a Texas limited partnership (“EOLP”), Encore Energy Partners Operating LLC, a Delaware limited liability company (“EEPO”), and Encore Energy Partners LP, a Delaware limited partnership (the “Partnership”). EOLP, EEPO and the Partnership are collectively referred to herein as “Parties” and individually referred to as a “Party”.

RECITALS

     A. EOLP owns various oil and gas properties, either of record or beneficially, as more fully described in the Exhibits hereto.

     A. EOLP desires to sell to EEPO and EEPO desires to purchase from EOLP the properties and rights of EOLP hereafter described, in the manner and upon the terms and conditions hereafter set forth.

     Capitalized terms used herein shall have the meanings ascribed to them in this Agreement as such terms are identified and/or defined in the preceding Definitions section hereof.

     NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound by the terms hereof, agree as follows:

Article 1
PURCHASE AND SALE

      Section 1.1 Purchase and Sale .

     At the Closing, and upon the terms and subject to the conditions of this Agreement, EOLP desires to sell to EEPO, and EEPO desires to purchase from EOLP, the Assets in exchange for the Consideration and the assumption by EEPO of the Assumed Obligations attributable to the Assets.

      Section 1.2 Assets .

     As used herein, the term “Assets” means, subject to the terms and conditions of this Agreement, all of EOLP’s right, title, interest and estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to the following (but excluding the Excluded Assets):

     (a) All of the oil and gas leases; subleases and other leaseholds; carried interests; mineral interests; fee interests; royalty interests; overriding royalty interests; net profits interests; farmout rights; options; and other properties and interests

described on Exhibit A (together with all such additional interests associated with the Wells listed on Exhibit A-1 , whether or not such interests are listed on Exhibit A ), subject to such depth limitations and other restrictions as may be set forth on Exhibit A (collectively, the “Leases”), together with each and every kind and character of right, title, claim, and interest that EOLP has in and to the Leases, except for Excluded Assets, or the lands covered thereby or lands currently pooled, unitized, communitized or consolidated therewith (the “Lands”);

     (b) All oil, gas, water or injection wells located on the Lands, whether producing, shut-in, temporarily or permanently abandoned, including the interests in the wells shown on Exhibit A-1 attached hereto (the “Wells”);

     (c) Except for the Excluded Assets, all interests of EOLP in or to any currently existing pools or units which include any Lands or all or a part of any Leases or any Wells, including those pools or units shown on Exhibit A-1 (the “Units”; the Units, together with the Leases, Lands and Wells, being hereinafter collectively referred to as the “Properties”), and including all interests of EOLP in production of Hydrocarbons from any such Unit, whether such Unit production of Hydrocarbons comes from Wells located on or off of a Lease or the Lands, and all tenements, hereditaments and appurtenances belonging to the Wells, Leases and Units;

     (d) All contracts, agreements and instruments by which the Properties are bound, or that relate to or are otherwise applicable to the Properties, but only to the extent applicable to the Properties and not EOLP’s other properties, including but not limited to: operating agreements, unitization, pooling and communitization agreements, declarations and orders, joint venture agreements, farmin and farmout agreements, exploration agreements, participation agreements, exchange agreements, letter agreements, transportation or gathering agreements, agreements for the sale and purchase of oil, gas, casinghead gas or processing agreements to the extent applicable to the Properties or the production of Hydrocarbons produced in association therewith from the Properties, including those identified on Schedule 1.2(d) (hereinafter collectively referred to as “Contracts”), but excluding any contracts, agreements and instruments to the extent transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 7.8 and provided , that “Contracts” shall not include the instruments constituting the Leases;

     (e) All easements, permits, licenses, servitudes, rights-of-way, surface leases and other surface rights (“Surface Contracts”) appurtenant to, and used or held for use primarily in connection with the Properties (including those identified on Schedule 1.2(e) ), but excluding any permits and other rights to the extent transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 7.8;

     (f) All equipment, machinery, fixtures and other tangible personal property (including spare parts, owned vehicles and leased vehicles (to the extent that the leases covering such vehicles are assignable)) and improvements located on the Properties or

used or held for use primarily in connection with the operation of the Properties, including those identified on Exhibit A-2 (“Equipment”);

     (g) All flow lines, pipelines, gathering systems and appurtenances thereto located on the Properties or used, or held for use, primarily in connection with the operation of the Properties, including those identified on Schedule 1.2(g) (“Pipelines”);

     (h) All Hydrocarbons produced from or attributable to the Properties from and after the Effective Time;

     (i) Copies of all lease files; land files; well files; gas and oil sales contract files; gas processing files; division order files; abstracts; title opinions; computer and communications software or intellectual property presently used for the operation of the Assets and located on the Properties and within the possession and control of EOLP (including codes, tapes, data and program documentation and related technical information); land surveys; logs, interpretive data, technical evaluations and technical outputs, but only to the extent such logs, data, evaluations and outputs are not subject to any third-party confidentiality limitations or transfer restrictions; maps; engineering data and reports; and other books, records, data, files, and accounting and financial records, including Tax records, in each case to the extent related primarily to the Assets, or used or held for use primarily in connection with the maintenance or operation thereof, but excluding (i) any books, records, data, files, maps and accounting records to the extent disclosure or transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 7.8, (ii) attorney-client privileged communications and work product of EOLP’s legal counsel (other than title opinions related to the Properties or other privileged documents insofar as they relate to the Assumed Obligations), (iii) reserve studies and evaluations, and (iv) records relating to the negotiation and consummation of the sale of the Assets (subject to such exclusions, the “Records”); and

     (j) All seismic data (including raw data and any interpretive data or information relating to such seismic data) or licenses related to the Properties to the extent transferable without material restriction or payment of a transfer or licensing fee under third party agreements.

      Section 1.3 Excluded Assets .

     Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the transactions contemplated hereby (collectively, the “Excluded Assets”):

     (a) all corporate, financial, income and franchise Tax and legal records of EOLP that relate to EOLP’s business generally (whether or not relating to the Assets), and all books, records and files that relate to the Excluded Assets and those records retained by EOLP pursuant to Section 1.2(i) or proprietary data or licenses shared with third parties that is restricted or not otherwise transferable, without the payment of a fee and copies of any other Records retained by EOLP pursuant to Section 1.5;

     (b) all seismic data, including reprocessed geological and geophysical data which are not transferable without material restrictions or payment of a transfer or licensing fee under third party agreements, and, to the extent not expressly included in Section 1.2(i), all logs, interpretive data, technical evaluations, technical outputs, reserve estimates and economic estimates;

     (c) all rights to any refund of Taxes or other costs or expenses borne by EOLP or EOLP’s predecessors in interest and title attributable to periods prior to the Effective Time;

     (d) EOLP’s area-wide Bonds, permits and licenses or other permits, licenses or authorizations used in the conduct of EOLP’s business generally;

     (e) all trade credits, account receivables, note receivables, take-or-pay amounts receivable, and other receivables attributable to the Assets with respect to any period of time prior to the Effective Time;

     (f) all rights, titles, claims and interests of EOLP or any Affiliate of EOLP (i) to or under any policy or agreement of insurance or any insurance proceeds; except to the extent provided in Section 3.5, and (ii) to or under any Bonds or Bond proceeds; and

     (g) any patent, patent application, logo, service mark, copyright, trade name or trademark of or associated with EOLP or any Affiliate of EOLP or any business of EOLP or of any Affiliate of EOLP.

      Section 1.4 Effective Time; Proration of Costs and Revenues.

     (a) Subject to Section 1.5, possession of and title to the Assets shall be transferred from EOLP to EEPO at the Closing, but certain financial benefits and burdens of the Assets shall be transferred effective as of 7:00 A.M., local time, where the respective Assets are located, on April 1, 2009 (the “Effective Time”), as described below.

     (b) EEPO shall be entitled to all Hydrocarbon production from or attributable to the Leases, Units and Wells at and after the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned with respect to the Assets at or after the Effective Time, including, without limitation, delay rentals, shut-in royalties, and lease bonuses, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs incurred at and after the Effective Time. EOLP shall be entitled to all Hydrocarbon production from or attributable to Leases, Units and Wells prior to the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned with respect to the Assets prior to the Effective Time, and shall be responsible for (and entitled to any refunds with respect to) all Property Costs incurred prior to the Effective Time.

     For purposes of this Agreement, the terms “earned” and “incurred”, as used in this Agreement, shall be interpreted in accordance with generally accepted accounting

principles and COPAS standards. “Property Costs” means all costs attributable to the ownership and operation of the Assets (including without limitation costs of insurance and ad valorem, property, severance, Hydrocarbon production and similar Taxes based upon or measured by the ownership or operation of the Assets or the production of Hydrocarbons therefrom, but excluding any other Taxes) and all royalties and other payments due to third parties in respect of Hydrocarbon production or the sale thereof and capital expenditures incurred in the ownership and operation of the Assets in the ordinary course of business and, where applicable, in accordance with the relevant operating or unit agreement, if any, and overhead costs charged to the Assets under the relevant operating agreement or unit agreement, if any, or, if none, the amounts shown under Schedule 1.4(b) shall be the overhead amounts deemed charged to the Assets, but excluding without limitation liabilities, losses, costs and expenses attributable to (i) Claims for personal injury or death, property damage or violation of any Law, (ii) obligations to plug wells or dismantle, abandon and salvage facilities, (iii) obligations to remediate any contamination of environmental media, including, but not limited to, groundwater, surface water, surface and subsurface soil, Equipment or Pipelines under applicable Environmental Laws, and (iv) obligations to pay working interests, royalties, overriding royalties or other interests held in suspense, all of which are addressed in Article 11. For purposes of this Section 1.4, determination of whether Property Costs are attributable to the period before or after the Effective Time shall be based on when services are rendered, when the goods are delivered, or when the work is performed. For clarification, the date an item or work is ordered is not the date of a pre-Effective Time transaction for settlement purposes, but rather the date on which the item ordered is delivered to the job site, or the date on which the work ordered is performed, shall be the relevant date. For purposes of allocating Hydrocarbon production (and accounts receivable with respect thereto including royalties and overriding royalties payable to the owner of the Assets), under this Section 1.4, (i) liquid Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Units and Wells when they pass through the pipeline connecting into the storage facilities into which they are run and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Units and Wells when they pass through the delivery point sales meters on the pipelines through which they are transported. EOLP shall utilize reasonable interpolative procedures to arrive at an allocation of Hydrocarbon production when exact meter readings or gauging and strapping data is not available. EOLP shall provide to EEPO, no later than three (3) Business Days prior to Closing, all data necessary to support any estimated allocation, for purposes of establishing the adjustment to the Consideration pursuant to Section 2.2 hereof that will be used to determine the Closing Payment (as defined in Section 9.4(a)). Taxes, right-of-way fees, insurance premiums and other Property Costs that are paid periodically shall be prorated based on the number of days in the applicable period falling before and the number of days in the applicable period falling at or after the Effective Time, except that Hydrocarbon production, severance and similar Taxes shall be prorated based on the number of units actually produced, purchased or sold or proceeds of sale, as applicable, before, and at or after, the Effective Time. In each case, EEPO shall be responsible for the portion allocated to the period at and after the Effective Time and EOLP shall be responsible for the portion allocated to the period before the Effective Time.

     (c) Notwithstanding the foregoing, EEPO shall be responsible for certain Property Costs attributable to the Well(s) prior to the Effective Time as identified on Schedule 1.4(c) .

      Section 1.5 Delivery and Maintenance of Records .

     (a) EOLP, at EEPO’s sole cost and expense, shall deliver copies of the Records to EEPO within thirty (30) days following Closing.

     (b) EEPO, or its successors or assigns, for a period of seven (7) years following Closing, will (i) retain the Records, (ii) provide EOLP, its Affiliates, and its and their officers, employees and representatives with access to the Records during normal business hours for review and copying at EOLP’s sole cost and expense, and (iii) provide EOLP, its Affiliates, and its and their officers, employees and representatives with access, during normal business hours, to materials received or produced after Closing relating to any Indemnity Claim made under Section 11.4 of this Agreement for review and copying.

Article 2
CONSIDERATION

      Section 2.1 Consideration .

     The consideration for the Assets shall consist of Twenty-Five Million Eight Hundred Thousand Dollars ($25,800,000) in cash (the “Consideration”), as adjusted as provided in Section 2.2.

      Section 2.2 Adjustments to Consideration .

     The Consideration shall be adjusted, as applicable, as follows with all such amounts being determined in accordance with generally accepted accounting principles and COPAS standards:

     (a) Reduced by the aggregate amount of the following proceeds received by EOLP between the Effective Time and the Closing Date (with the period between the Effective Time and the Closing Date referred to as the “Adjustment Period”): (i) proceeds from the sale of Hydrocarbons (net of any royalties, overriding royalties or other burdens paid to third-parties on or payable out of Hydrocarbon production, gathering, processing and transportation costs and any Hydrocarbon production, severance, sales or excise Taxes not reimbursed to EOLP by the purchaser of Hydrocarbon production) produced from or attributable to the Properties during the Adjustment Period including royalty payments and overriding royalty payments received by EOLP from the sale of such production, and (ii) delay rental payments, shut-in royalty payments, lease bonus payments and other proceeds earned with respect to the Assets during the Adjustment Period;

     (b) Reduced to the extent provided in Section 7.8 with respect to Preference Rights and Retained Assets;

     (c) (i) If EOLP makes the election under Section 3.4(d)(i) with respect to a Title Defect, subject to the Individual Title Threshold and the Aggregate Title Deductible, reduced by the Title Defect Amount with respect to such Title Defect, if the Title Defect Amount has been determined prior to Closing, or (ii) subject to the Individual Benefit Threshold and the Aggregate Benefit Deductible, increased by the Title Benefit Amount with respect to each Title Benefit for which the Title Benefit Amount has been determined prior to Closing;

     (d) Increased by the amount of all Property Costs and other costs attributable to the ownership and operation of the Assets which are paid by EOLP and incurred at or after the Effective Time (including any overhead costs under Schedule 1.4(b) deemed charged to the Assets with respect to the Adjustment Period even though not actually paid and Property Costs, if any, attributable to the drilling and completion of the Well(s) described on Schedule 1.4(c) ), except any Property Costs and other such costs already deducted in the determination of proceeds in Section 2.2(a);

     (e) Reduced to the extent provided in Section 3.4(d)(iii) for any Properties excluded from the Assets pursuant to Section 3.4(d)(iii);

     (f) Increased or reduced as agreed upon in writing by EOLP and EEPO;

     (g) Increased by the amount of merchantable Hydrocarbons stored in tanks and pipelines attributable to the ownership and operation of the Assets that belong to EOLP as of the Effective Time, which shall be valued based upon the price reflected in existing Contracts of EOLP for the sale of such Hydrocarbons; and

     (h) Reduced by the amount of funds held in suspense, as reflected on Schedule 11.3 (as may be adjusted for any subsequent changes in such amount); and

     (i) Increased or reduced, as the case may be, for Imbalances as of the Effective Time insofar as such Imbalances differ, either upward or downward, in volumes exceeding five percent (5%) of the amount set forth on Schedule 5.16 .

     Each adjustment made pursuant to Section 2.2(a) shall serve to satisfy, up to the amount of the adjustment, EEPO’s entitlement under Section 1.4 to Hydrocarbon production from or attributable to the Properties during the Adjustment Period, and to the value of other income, proceeds, receipts and credits earned with respect to the Assets during the Adjustment Period, and as such, EEPO shall not have any separate rights to receive any Hydrocarbon production or income, proceeds, receipts and credits with respect to which an adjustment has been made. Similarly, the adjustment described in Section 2.2(d) shall serve to satisfy, up to the amount of the adjustment, EEPO’s obligation under Section 1.4 to pay Property Costs and other costs attributable to the ownership and operation of the Assets which are incurred during the Adjustment Period, and as such, EEPO shall not be separately obligated to pay for any Property Costs or other such costs with respect to which an adjustment has been made.

      Section 2.3 Allocation of Consideration for Tax Purposes .

     Concurrent with the execution of this Agreement, EEPO and EOLP will agree upon an allocation of the appropriate amount of the unadjusted Consideration among the Assets, in compliance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations thereunder. Such allocation of value shall be attached to this Agreement as Schedule 2.3 and shall be treated as Class V assets for purposes of Internal Revenue Service Form 8594. The “Tax Allocated Value” for any Asset equals the portion of the unadjusted Consideration allocated to such Asset on Schedule 2.3 , as adjusted in the manner contemplated in this Section 2.3 for adjustments to the Consideration provided elsewhere in this Article 2. Any adjustments to the Consideration allocable to the Assets other than the adjustments provided for in Sections 2.2(b) and 2.2(c) shall be applied on a pro rata basis to the amounts set forth on Schedule 2.3 for all Assets. After all such adjustments are made, any adjustments to the Consideration pursuant to Sections 2.2(b) and 2.2(c) shall be applied to the amounts set forth in Schedule 2.3 for the particular affected Assets. EOLP hereby is deemed to have accepted such Tax Allocated Values (as adjusted in the manner contemplated above in this Section 2.3) for purposes of this Agreement and the transactions contemplated hereby, but otherwise makes no representation or warranty as to the accuracy of such values. EOLP and EEPO agree (i) that the Tax Allocated Values shall be used by EOLP and EEPO as the basis for reporting asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation Internal Revenue Service Form 8594 and (ii) that neither they nor their Affiliates will take positions inconsistent with the Tax Allocated Values in notices to government authorities or in audit or other proceedings with respect to Taxes. EEPO and EOLP further agree that the portion of Tax Allocated Values included in Schedule 2.3 attributable to tangible personal property shall equal the fair value of such property on the Closing Date.

Article 3
TITLE MATTERS

      Section 3.1 EOLP’s Title .

     (a) Except for the special warranty of title referenced in Section 3.1(b) and the representations of EOLP in Section 5.26(a) and without limiting EEPO’s right to adjust the Consideration by operation of this Article 3, EOLP makes no warranty or representation, express, implied, statutory or otherwise, with respect to EOLP’s title to any of the Assets and EEPO hereby acknowledges and agrees that EEPO’s sole remedy for any defect of title, including any Title Defect, with respect to any of the Assets (i) before Closing, shall be EEPO’s right to adjust the Consideration to the extent provided in this Article 3 and (ii) after Closing, shall be pursuant to the special warranty of title referenced in Section 3.1(b) and EEPO’s indemnity rights with respect to Section 5.26(a).

     (b) The conveyance to be delivered by EOLP to EEPO shall be substantially in the form of Exhibit B hereto (the “Conveyance”) and contain a special warranty of

title by, through and under EOLP, but not otherwise, to the Properties shown in Exhibits A and A-1 .

     (c) EEPO shall not be entitled to protection under EOLP’s special warranty of title in the Conveyance against any Title Defect reported under this Article 3 and/or any Title Defect disclosed to or known to EEPO prior to the Title Claim Date.

     (d) Notwithstanding anything herein provided to the contrary, if a Title Defect under this Article 3 results from any matter which could also result in the breach of any representation or warranty of EOLP set forth in Article 5, then EEPO shall only be entitled to assert such matter (i) before Closing, as a Title Defect to the extent permitted by this Article 3, or (ii) after Closing, except with respect to breaches of Section 5.21, as a breach of EOLP’s special warranty of title contained in the Conveyance to the extent permitted by this Section 3.1, and shall be precluded from also asserting such matter as the basis of the breach of any such representation or warranty.

      Section 3.2 Definition of Defensible Title .

     As used in this Agreement, the term “Defensible Title” means that title of EOLP with respect to the Properties shown in Exhibit A-1 that, except for and subject to Permitted Encumbrances:

     (a) Entitles EOLP to receive a share of the Hydrocarbons (or the proceeds of sale thereof) produced, saved and marketed from any Properties shown in Exhibit A-1 throughout the duration of the productive life of such Properties (after satisfaction of all royalties, overriding royalties, net profits interests or other similar burdens paid to third parties on or measured by production of Hydrocarbons, hereinafter “Net Revenue Interest”), of not less than the Net Revenue Interest shown in Exhibit A-1 for such Properties, except decreases in connection with those operations in which EOLP may after the Effective Time be a non-consenting co-owner, decreases resulting from the establishment or amendment after the Effective Time of pools or units, and except as stated in such Exhibit A-1 ;

     (b) Obligates EOLP to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, any Properties shown in Exhibit A-1 not greater than the “working interest” shown in Exhibit A-1 for such Properties, without increase throughout the productive life of such Properties except as stated in Exhibit A-1 and except increases resulting from contribution requirements with respect to non-consenting co-owners under applicable operating agreements and increases that are accompanied by at least a proportionate increase in EOLP’s Net Revenue Interest; and

     (c) Is free and clear of liens, encumbrances, obligations, security interests, irregularities, pledges, or other defects.

     As used in this Agreement, the term “Title Defect” means any lien, charge, encumbrance, obligation (including contract obligation), defect, or other matter (including without limitation a discrepancy in Net Revenue Interest or working interest)

that causes EOLP not to have Defensible Title in and to the Properties shown in Exhibit A-1 as of the Effective Time and the Closing Date. As used in this Agreement, the term “Title Benefit” shall mean any right, circumstance or condition that operates to increase the Net Revenue interest of EOLP in any Properties shown on Exhibit A-1 , without causing a greater than proportionate increase in EOLP’s working interest above that shown in Exhibit A-1 as of the Effective Time. Notwithstanding the foregoing, the following shall not be considered Title Defects:

      Section 3.3 Definition of Permitted Encumbrances .

     As used herein, the term “Permitted Encumbrances” means any or all of the following:

     (a) Royalties and any overriding royalties, reversionary interests and other burdens to the extent that the net cumulative effect of such burdens does not reduce EOLP’s Net Revenue Interest below that shown in Exhibit A-1 or increase EOLP’s working interest above that shown in Exhibit A-1 without a corresponding increase in the Net Revenue Interest;

     (b) All Leases, unit agreements, pooling agreements, operating agreements, Hydrocarbon production sales contracts, division orders and other contracts, agreements and instruments applicable to the Assets, to the extent that the net cumulative effect of such instruments does not reduce EOLP’s Net Revenue Interest below that shown in Exhibit A-1 or increase EOLP’s working interest above that shown in Exhibit A-1 without a corresponding increase in the Net Revenue Interest;

     (c) Preference Rights applicable to the Assets with respect to which consents or waivers are obtained for this transaction or as to which the time for asserting such rights has expired at the Closing Date without an exercise of such rights;

     (d) Third-party consent requirements and similar restrictions with respect to which consents or waivers are obtained for this transaction and such consents or waivers as would customarily be received after Closing;

     (e) Liens for current Taxes or assessments not yet delinquent or, if delinquent, contested in good faith by appropriate actions as described on Schedule 3.3(e) ;

     (f) Materialman’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other similar liens or charges arising in the ordinary course of business for amounts not yet delinquent (including any amounts being withheld as provided by Law), or if delinquent, contested in good faith by appropriate actions as described on Schedule 3.3(f) ;

     (g) All rights to consent by, required notices to, filings with, or other actions by Governmental Bodies in connection with the conveyance of the Assets or interests therein if they are not required or customarily obtained prior to the conveyance;

     (h) Excepting circumstances where such rights have already been triggered, rights of reassignment arising upon final intention to abandon or release the Assets, or any of them;

     (i) Easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations to the extent that they do not unreasonably interfere with the operation of the Assets or individually reduce EOLP’s Net Revenue Interest below that shown in Exhibit A-1 or increase EOLP’s working interest above that shown in Exhibit A-1 without a corresponding increase in the Net Revenue Interest;

     (j) All rights reserved to or vested in any Governmental Body to control or regulate any of the Assets in any manner and all obligations and duties under all applicable laws, rules and orders of any such Governmental Body or under any franchise, grant, license or permit issued by any such Governmental Body;

     (k) Any encumbrance on or affecting the Assets which is expressly assumed, waived, bonded or paid by EEPO at or prior to Closing or which is discharged by EOLP at or prior to Closing;

     (l) Imbalances associated with the Assets;

     (m) Any other liens, charges, encumbrances, defects or irregularities which do not, individually or in the aggregate, materially interfere with the use or ownership of the Assets subject thereto or affected thereby (as currently used or owned), which would be accepted by a reasonably prudent purchaser engaged in the business of owning and

operating oil and gas properties, and which do not reduce EOLP’s Net Revenue Interest below that shown in Exhibit A-1 , or increase EOLP’s working interest above that shown in Exhibit A-1 without a corresponding increase in Net Revenue Interest;

     (n) Matters that would otherwise be considered Title Defects but that do not meet the Individual Title Threshold, as applicable, set forth in Section 3.4(j); and

     (o) Liens granted under applicable joint operating agreements.

      Section 3.4 Notice of Title Defect Adjustments .

     (a) To assert a claim of a Title Defect, EEPO must deliver claim notices to EOLP (each a “Title Defect Notice”) on or before five business (5) days prior to the Closing (the “Title Claim Date”). Each Title Defect Notice shall be in writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Properties affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of each Title Defect Property, (iv) supporting documents reasonably necessary for EOLP (as well as any title attorney, environmental attorney or examiner hired by EOLP) to verify the existence of the alleged Title Defect(s), and (v) the amount by which EEPO reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations and information upon which EEPO’s belief is based. Notwithstanding any other provision of this Agreement to the contrary, EEPO shall be deemed to have waived its right to assert Title Defects that EOLP has not been given notice on or before the Title Claim Date; provided, however, subject to the limitation set forth in Section 3.1(c), such waiver shall have no effect or limitation on the special warranty of title referenced in Section 3.1(b). For purposes of this Agreement, the term “Allocated Value” shall mean the portion of the Consideration that has been allocated to a Property in Exhibit A-1 .

     (b) EOLP shall have the right, but not the obligation, to deliver to EEPO on or before the Title Claim Date with respect to each Title Benefit a notice (a “Title Benefit Notice”) including (i) a description of the Title Benefit, (ii) the Properties affected, (iii) the Allocated Value of the Properties subject to such Title Benefit and (iv) the amount by which EOLP reasonably believes the Allocated Value of those Properties is increased by the Title Benefit, and the computations and information upon which EOLP’s belief is based. EOLP shall be deemed to have waived all Title Benefits of which it has not given notice on or before the Title Claim Date.

     (c) EOLP shall have the right, but not the obligation, to attempt, at its sole cost and expense, to cure or remove at any time prior to Closing (the “Cure Period”), unless the Parties otherwise agree, any Title Defects of which it has been advised by EEPO.

     (d) Remedies for Title Defects.

     In the event that any Title Defect is not waived by EEPO or cured on or before Closing, EOLP shall, at its sole election, elect to:

     (i) subject to the Individual Title Threshold, as applicable, and the Aggregate Title Deductible, reduce the Consideration by an amount agreed upon (“Title Defect Amount”) pursuant to Sections 3.4(g), 3.4(i) or 3.4(l) by EEPO and EOLP as being the value of such Title Defect, (taking into consideration the Allocated Value of the Property subject to such Title Defect, the portion of the Property subject to such Title Defect and the legal effect of such Title Defect on the Property affected thereby); provided, however, that the methodology, terms and conditions of Sections 3.4(g) and 3.4(l) shall control any such determination;

     (ii) indemnify EEPO against all liability, loss, cost and expense resulting from such Title Defect pursuant to an indemnity agreement (the “Indemnity Agreement”) in the form attached hereto as Exhibit C; or

     (iii) retain the entirety of the Property that is subject to such Title Defect, together with all associated Assets, in which event the Consideration shall be reduced by an amount equal to the Allocated Value of such Property; provided, however, that this remedy shall not be applicable if such Title Defect results from an increase in EOLP’s working interest or decrease in EOLP’s Net Revenue Interest in such Property; or

     (iv) if the aggregate Title Defect Amounts for Title Defects, less the sum of all Title Benefits Amounts for Title Benefits exceed the lesser of (i) twenty percent (20%) of the Allocated Value of the Properties or (ii) twenty percent (20%) of the unadjusted Consideration, terminate this Agreement.

     (e) Subject to the Individual Benefit Threshold and the Aggregate Benefit Deductible, with respect to each Property affected by Title Benefits reported under Section 3.4(b), the Consideration shall be increased by an amount (the “Title Benefit Amount”) equal to the increase in the Allocated Value for such Property caused by such Title Benefits, as determined pursuant to Section 3.4(h).

     (f) Section 3.4(d) shall be the exclusive right and remedy of EEPO with respect to Title Defects asserted by EEPO pursuant to this Section 3.4.

     (g) The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the Title Defect Property affected by such Title Defect is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions:

     (i) if EEPO and EOLP agree on the Title Defect Amount, that amount shall be the Title Defect Amount;

     (ii) if the Title Defect is a lien, encumbrance or other charge which is undisputed and liquidated in amount, then the Title Defect Amount shall be the undisputed and liquidated amount;

     (iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated on Exhibit A-1 , then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated on Exhibit A-1 ;

     (iv) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the Title Defect Property of a type not described in subsections (i), (ii) or (iii) above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by EEPO and EOLP and such other factors as are necessary to make a proper evaluation; and

     (v) notwithstanding anything to the contrary in this Article 3, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.

     (h) The Title Benefit Amount for any Title Benefit shall be the product of the Allocated Value of the affected Property multiplied by a fraction, the numerator of which is the Net Revenue Interest increase and the denominator of which is the Net Revenue Interest stated on Exhibit A-1 .

     (i) EOLP and EEPO shall attempt to agree on all Title Defect Amounts and Title Benefit Amounts prior to Closing. If EOLP and EEPO are unable to agree by Closing, the Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 3.4(i). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties in the regional area in which the Properties are located, as selected by mutual agreement of EEPO and EOLP within fifteen (15) Business Days after the end of the Cure Period, and absent such agreement, by the Dallas office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Tarrant County, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section. The Title Arbitrator’s determination shall be made within fifteen (15) Business Days after submission of the matters in dispute and shall be final and binding upon both Parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Sections 3.4(g) and 3.4(h) and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination. Additionally, the Title Arbitrator may consult with and engage disinterested third parties to advise the arbitrator, including, without limitation, petroleum

engineers. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect Amounts and Title Benefit Amounts submitted by either Party and shall not be empowered to award damages, interest or penalties to either Party with respect to any matter. EOLP and EEPO shall each bear its own legal fees and other costs of presenting its case and indemnify and hold harmless the other Party with respect thereto. Each Party shall bear one-half of the costs and expenses of the Title Arbitrator, including any costs incurred by the Title Arbitrator that are attributable to such third party consultation. Within ten (10) days after the Title Arbitrator delivers written notice to EEPO and EOLP of his award with respect to a Title Defect Amount or a Title Benefit Amount, (i) EEPO shall pay to EOLP the amount, if any, so awarded by the Title Arbitrator to EOLP and (ii) EOLP shall pay to EEPO the amount, if any, so awarded by the Title Arbitrator to EEPO.

     (j) Notwithstanding anything to the contrary in this Agreement, (i) in no event shall there be any adjustments to the Consideration or other remedies provided by EOLP for individual Title Defects that do not exceed One Hundred Thousand Dollars ($100,000) (“Individual Title Threshold”); and (ii) in no event shall there be any adjustments to the Consideration or other remedies provided by EOLP for Title Defects unless the amount of all such Title Defects (assuming that such Title Defect exceeds the Individual Title Threshold), in the aggregate (excluding any Title Defects cured or indemnified by EOLP) exceeds two percent (2%) of the Allocated Value of the Properties (the “Aggregate Title Deductible”), after which point EEPO shall be entitled to adjustments to the Consideration or other remedies only with respect to Title Defects in excess of such Aggregate Title Deductible.

     (k) Notwithstanding anything to the contrary in this Agreement, (i) in no event shall there be any increase in the Consideration for Individual Title Benefits that do not exceed (A) One Hundred Thousand Dollars ($100,000) (“Individual Benefit Threshold”); and (ii) in no event shall there be any increase in the Consideration for any Title Benefits unless the amount of all Title Benefits, in the aggregate, exceeds a deductible in an amount equal to two percent (2%) of the Allocated Value of the Properties (“Aggregate Benefit Deductible”), after which point EOLP shall be entitled to an increase to the Consideration in excess of such Aggregate Benefit Deductible.

      Section 3.5 Casualty or Condemnation Loss .

     (a) EEPO shall assume all risk of loss with respect to, and any change in the condition of the Assets from the Effective Time until Closing for production of Hydrocarbons through normal depletion (including, but not limited to, the watering out of any Well, collapsed casing or sand infiltration of any Well) and the depreciation of personal property due to ordinary wear and tear.

     (b) Subject to the provisions of Sections 8.1(f) and 8.2(f) hereof, if, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss as a result of such casualty or taking individually or in the aggregate exceeds two percent (2%) of the Consideration, EEPO shall nevertheless be

required to close, and EOLP shall elect by written notice to EEPO prior to Closing either (i) to cause the Assets affected by any casualty or taking to be repaired or restored to at least its condition prior to such casualty, at EOLP’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date), or (ii) to indemnify EEPO in a manner reasonably acceptable to EOLP against any costs or expenses that EEPO reasonably incurs to repair the Assets subject to any casualty or taking. In each case, EOLP shall retain all rights to insurance and other claims against third parties with respect to the casualty or taking, except to the extent the Parties otherwise agree in writing.

     (c) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss as a result of such casualty or taking individually or in the aggregate is two percent (2%) or less of the Consideration, EEPO shall nevertheless be required to close and EOLP shall, at Closing, pay to EEPO all sums paid to EOLP by third parties by reason of such casualty or taking and shall assign, transfer and set over to EEPO or subrogate EEPO to all of EOLP’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third parties (other than Affiliates of EOLP and its and their directors, officers, employees and agents) arising out of the casualty or taking.

      Section 3.6 Limitations on Applicability .

     The right of EEPO to assert a Title Defect under this Agreement shall terminate as of the Title Claim Date; provided there shall be no termination of EEPO’s or EOLP’s rights under Section 3.4 with respect to any bona fide Title Defect properly reported in a Title Defect Notice or bona fide Title Benefit Claim properly reported in a Title Benefit Notice on or before the Title Claim Date. Thereafter, except as to EOLP’s title representation in Section 5.26(a), EEPO’s sole and exclusive rights and remedies with regard to title to the Assets shall be as set forth in, and arise under, the Conveyance transferring the Assets from EOLP to EEPO.

      Section 3.7 Government Approvals Respecting Assets .

     (a) EEPO, within thirty (30) days after Closing, shall file for approval with the applicable government agencies all assignment documents and other state and federal transfer documents required to effectuate the transfer of the Assets. EEPO and EOLP further agree promptly after Closing to take all other actions reasonably required of them by federal or state agencies having jurisdiction to obtain all requisite regulatory approvals with respect to this transaction, and to use reasonable commercial efforts to obtain the approval by such federal or state agencies, as applicable, of EOLP’s assignment documents requiring federal or state approval in order for EEPO to be recognized by the federal or state agencies as the owner of the Assets. EEPO shall timely provide EOLP with the resignation and designation of operator instruments, approved copies of the assignment documents and other state and federal transfer documents.

     (b) Until all of the governmental approvals provided for in Section 3.7(a) have been obtained, the following shall occur with respect to the affected portion of the Assets:

     (i) EOLP shall continue to hold record title to the affected Properties and other affected portion of the Assets as nominee for EEPO;

     (ii) EEPO shall be responsible for all assumed obligations with respect to the affected Leases and other affected portion of the Assets as if EEPO was the record owner of such Properties and other portion of the Assets as of the Effective Time; and

     (iii) EOLP shall act as EEPO’s nominee but shall be authorized to act only upon and in accordance with EEPO’s written instructions, and EOLP shall have no authority, responsibility or di