Common use of Title to Property Clause in Contracts

Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate.

Title to Property. Except (A) The Operating Partnership or a subsidiary thereof has good and marketable title (fee or, in the case of ground leases and as disclosed in the General Disclosure PackageProspectus, the Company and its subsidiaries have (ileasehold) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themeach Property, in each case free and clear of all mortgages, pledges, liens, claims, security interests, restrictions or encumbrances and defects of any kind, except such as (x1) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityProspectus or (2) do not, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary singly or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Property and do not materially interfere with the use made and proposed to be made of such Property by the Transaction Entities or any of their subsidiaries; (B) neither the Transaction Entities nor any of their subsidiaries owns any real property other than the Properties; (C) each of the ground leases and subleases of real property, if any, material to the business of the Transaction Entities and their subsidiaries, considered as one enterprise, and under which the Transaction Entities or any of their subsidiaries holds properties described in any the Prospectus, is in full force and effect, with such exceptions as are not material respect and do not materially interfere with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property by either of the Transaction Entities or any of their subsidiaries, and buildings held under lease by neither of the Company and its Transaction Entities nor any of their subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in has any notice of any material respect with the use made and proposed to be made claim of such property and buildings any sort that has been asserted by the Company any ground lessor or its subsidiaries; and the working interests derived from oil, gas and mineral leases sublessor under a ground lease or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects sublease threatening the rights of the Company and its Transaction Entities or any of their subsidiaries to explorethe continued possession of the leased or subleased premises under any such ground lease or sublease; (D) all liens, develop charges, encumbrances, claims or produce hydrocarbons from such real property restrictions on any of the Properties and the assets of a Transaction Entity or any of their subsidiaries that are required to be disclosed in the manner contemplated by Prospectus are disclosed therein; (E) no tenant under any of the General Disclosure Packageleases at the Properties has a right of first refusal to purchase the premises demised under such lease; (F) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Prospectus, and except for such failures to comply that would not, singly or in the care taken by aggregate, reasonably be expected to have a Material Adverse Effect; (G) except if and to the Company and its subsidiaries with respect to acquiring extent disclosed in the Prospectus, no Transaction Entity has knowledge of any pending or otherwise procuring such leases threatened condemnation proceedings, zoning change or other property interests was generally consistent with standard industry practices in proceeding or action that will materially affect the areas in which the Company and its subsidiaries operate for acquiring use or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf value of any of the Company Properties; and its subsidiaries (H) the mortgages and deeds of trust that have encumber the Properties are not yet been drilled convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance cross-collateralized with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateany property other than other Properties.

Title to Property. Except (A) The Operating Partnership or a subsidiary thereof has good and marketable title (fee or, in the case of ground leases and as disclosed in the General Disclosure Package, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (iithe Prospectus, leasehold) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themeach Property, in each case free and clear of all mortgages, pledges, liens, claims, security interests, restrictions or encumbrances and defects of any kind, except such as (x1) are described in the General Disclosure Package with respect to and the Company’s revolving credit facilityProspectus or (2) do not, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary singly or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Property and do not materially interfere with the use made and proposed to be made of such Property by the Transaction Entities or any of their subsidiaries; (B) neither the Transaction Entities nor any of their subsidiaries owns any real property other than the Properties; (C) each of the ground leases and subleases of real property, if any, material to the business of the Transaction Entities and their subsidiaries, considered as one enterprise, and under which the Transaction Entities or any of their subsidiaries holds properties described in any the General Disclosure Package and the Prospectus, is in full force and effect, with such exceptions as are not material respect and do not materially interfere with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property by either of the Transaction Entities or any of their subsidiaries, and buildings held under lease by neither of the Company and its Transaction Entities nor any of their subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in has any notice of any material respect with the use made and proposed to be made claim of such property and buildings any sort that has been asserted by the Company any ground lessor or its subsidiaries; and the working interests derived from oil, gas and mineral leases sublessor under a ground lease or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects sublease threatening the rights of the Company and its Transaction Entities or any of their subsidiaries to explore, develop the continued possession of the leased or produce hydrocarbons from subleased premises under any such real property ground lease or sublease; (D) except as described in the manner contemplated by the General Disclosure PackagePackage and the Prospectus, no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease; (E) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Prospectus, and except for such failures to comply that would not, singly or in the care taken by aggregate, reasonably be expected to have a Material Adverse Effect; (F) except if and to the Company and its subsidiaries with respect to acquiring extent disclosed in the General Disclosure Package or otherwise procuring such leases the Prospectus, no Transaction Entity has knowledge of any pending or threatened condemnation proceedings, zoning change or other property interests was generally consistent with standard industry practices in proceeding or action that will materially affect the areas in which the Company and its subsidiaries operate for acquiring use or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf value of any of the Company Properties; and its subsidiaries (G) the mortgages and deeds of trust that have encumber the Properties are not yet been drilled convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance cross-collateralized with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateany property other than other Properties.

Title to Property. Except (i) At the Closing Date, the Operating Partnership or a Subsidiary thereof will have good and marketable title (fee or, in the case of ground leases and as disclosed in the General Disclosure PackageProspectus, the Company and its subsidiaries have (ileasehold) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themeach Property, in each case free and clear of all mortgages, pledges, liens, claims, security interests, restrictions or encumbrances and defects of any kind, except such as (xA) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityProspectus or (B) do not, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary singly or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Property and do not materially interfere with the use made and proposed to be made of such Property by the Transaction Entities or any of their Subsidiaries; (ii) neither the Transaction Entities nor any of their Subsidiaries owns any real property other than the Properties; (iii) each of the ground leases and subleases of real property, if any, material to the business of the Transaction Entities and their Subsidiaries, considered as one enterprise, and under which the Transaction Entities or any of their Subsidiaries holds Properties described in any the Prospectus, is in full force and effect, with such exceptions as are not material respect and do not materially interfere with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property by any of the Transaction Entities or any of their Subsidiaries, and buildings held under lease by none of the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in Transaction Entities nor any of their Subsidiaries has any notice of any material respect with the use made and proposed to be made claim of such property and buildings any sort that has been asserted by the Company any ground lessor or its subsidiaries; and the working interests derived from oil, gas and mineral leases sublessor under a ground lease or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects sublease threatening the rights of the Company Transaction Entities or any of their Subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; (iv) no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease; (v) each of the Properties complies with all applicable codes, laws and its subsidiaries regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to exploreaccess to the Properties), develop or produce hydrocarbons from such real property except if and to the extent disclosed in the manner contemplated by Prospectus, and except for such failures to comply that would not reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect; (vi) except if and to the extent disclosed in the General Disclosure PackagePackage or the Prospectus, and the care taken by the Company and its subsidiaries with respect to acquiring no Transaction Entity has knowledge of any pending or otherwise procuring such leases threatened condemnation proceedings, zoning change or other property interests was generally consistent with standard industry practices in proceeding or action that will materially affect the areas in which the Company and its subsidiaries operate for acquiring use or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf value of any of the Company Properties; and its subsidiaries (vii) the mortgages and deeds of trust that have encumber the Properties are not yet been drilled convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance cross-collateralized with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateany property other than other Properties.

Title to Property. Except as disclosed in the General Disclosure Package, the Company The Carvana Parties and its their respective subsidiaries have (i) good and defensible marketable title in fee simple to all real property owned by any of them (if any) and good title to all other properties and assets owned by any of them, in each case, free and clear of all Liens except such as (a) are described in the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in Registration Statement, the General Disclosure Package and the Prospectus or (iib) good and marketable title to all other real and personal property reflected are not, individually or in the General Disclosure Package aggregate, material to the Carvana Parties and their respective subsidiaries taken as assets owned by thema whole, in each case free and clear of all liens, encumbrances and defects except such as (x) are described not required to be disclosed in the General Disclosure Package with respect to Registration Statement, the Company’s revolving credit facilityPre-Pricing Prospectus or the Prospectus, (y) are liens and encumbrances under operating agreementsdo not, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary individually or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not materially interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property by the Carvana Parties or any of their respective subsidiaries; all real property, buildings and other improvements, and all equipment and other property, held under lease or sublease by the Carvana Parties or any of their respective subsidiaries is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property, buildings or other improvements, such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such property and buildings or other improvements by the Company Carvana Parties or its any of their respective subsidiaries, and all such leases and subleases are in full force and effect; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion neither of the real property held or leased Carvana Parties nor any of their respective subsidiaries has received any notice of any claim of any sort that has been asserted by the Company and its subsidiaries, reflect in all material respects anyone adverse to the rights of the Company and its Carvana Parties or any of their respective subsidiaries under any of the leases or subleases mentioned above or affecting or questioning the rights of the Carvana Parties or any of their respective subsidiaries to explorethe continued possession of the leased or subleased premises, develop or produce hydrocarbons from to the continued use of the leased or subleased equipment or other property, except for such real property claims which, if successfully asserted against the Carvana Parties or any of their respective subsidiaries, would not, individually or in the manner contemplated by the General Disclosure Packageaggregate, and the care taken by the Company and its subsidiaries with respect reasonably be expected to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package, Each of the Company and its subsidiaries have (i) Subsidiary has good and defensible marketable title in fee simple to all real property owned by it (if any) and good title to all other properties and assets owned by it, in each case, free and clear of all Liens except such as (a) are described in the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in Registration Statement, the General Disclosure Package and the Prospectus or (iib) good and marketable title to all other real and personal property reflected are not, individually or in the General Disclosure Package aggregate, material to the Company and the Subsidiary, taken as assets owned by thema whole, in each case free and clear of all liens, encumbrances and defects except such as (x) are described not required to be disclosed in the General Disclosure Package with respect to Registration Statement, the Company’s revolving credit facilityPre-Pricing Prospectus or the Prospectus, (y) are liens and encumbrances under operating agreementsdo not, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary individually or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of such property; all real property, buildings and other improvements, and all equipment and other property held under lease or sublease by the Company or the Subsidiary are held by it under valid, subsisting and its subsidiaries enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property, buildings or other improvements, such exceptions as are not material and do not interfere in any material respect with the use made or proposed to be made of such properties property and buildings or other improvements by the Company or its subsidiariesthe Subsidiary, as applicable, and all such leases and subleases are in full force and effect; any other real property and buildings held under lease by neither the Company and its subsidiaries are held nor the Subsidiary has received any notice of any claim of any sort that has been asserted by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed anyone adverse to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by Subsidiary under any of the General Disclosure Package, and leases or subleases mentioned above or affecting or questioning the care taken by rights of the Company and its subsidiaries with respect or the Subsidiary to acquiring the continued possession of the leased or otherwise procuring such leases subleased premises or to the continued use of the leased or subleased equipment or other property interests was generally consistent with standard industry practices except for such claims which, if successfully asserted against the Company or the Subsidiary, as applicable, would not, individually or in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein aggregate, reasonably be expected to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except (A) The Transaction Entities, any of their respective subsidiaries or any joint venture in which either of the Transaction Entities (other than China Merchants Americold Holdings Company Limited and China Merchants Americold Logistics Company Limited) or any of their respective subsidiaries owns an interest (each such joint venture being referred to as disclosed a “Related Entity”), as the case may be, will have good and marketable fee or leasehold title to their respective Properties and assets owned or leased by them, in each case, free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims or equities of any kind, other than those that (1) are described in the General Disclosure PackageRegistration Statement, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Prospectus or (ii2) good and marketable title to all other real and personal property reflected do not, singly or in the aggregate, result in a Material Adverse Effect; (B) except as disclosed in the Registration Statement, the General Disclosure Package as assets owned by themand the Prospectus, in each case free and clear none of all liensthe Transaction Entities, encumbrances and defects except such as (x) are any of their respective subsidiaries or any Related Entity owns any real property other than the Properties described in the Registration Statement, the General Disclosure Package and the Prospectus as being so owned; (C) each of the ground leases, subleases and sub-subleases relating to a Property, if any, are the legal, valid and binding agreement of the applicable Transaction Entity, a subsidiary thereof or a Related Entity, enforceable against such Transaction Entity, such subsidiary or such Related Entity in accordance with its terms, except, in each case, to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally or by general equitable principles, and, with respect to equitable relief, the Company’s revolving credit facilitydiscretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity), (y) are liens and encumbrances with respect to any indemnification provisions contained therein, except as rights under operating agreementsthose provisions may be limited by applicable law or policies underlying such law, unitization and pooling agreementsno default or event of default on the part of the Transaction Entities, production sales contractsany of their respective subsidiaries or any Related Entity or, farmout agreements to the knowledge of the Transaction Entities, the counterparties thereto has occurred under any ground lease, sublease or sub-sublease with respect to such Property and other oil and gas explorationnone of the Transaction Entities, participation and production agreementsany of their respective subsidiaries or any Related Entity has received any notice of any event which, in each case that secure payment whether with or without the passage of amounts not yet due and payable for time or the performance giving of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsnotice, or (z) do not materially affect the value both, would constitute a default under such ground lease, sublease or sub-sublease and none of the properties Transaction Entities, any of the Company and its their respective subsidiaries and do not interfere in or any material respect with the use made or proposed Related Entity has received any notice of any claim of any sort that has been asserted by anyone adverse to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company Transaction Entities, any of their respective subsidiaries or any Related Entity under any of the ground leases, subleases or sub-subleases mentioned above, except, in each case, other than such failures to be in full force and its subsidiaries to exploreeffect, develop for such defaults and such claims as would not reasonably be expected to, singly or produce hydrocarbons from such real property in the manner contemplated by aggregate, result in a Material Adverse Effect; (D) all security interests, mortgages, pledges, liens, encumbrances, claims or equities on any of the Properties or assets of either of the Transaction Entities, any of their respective subsidiaries or any Related Entity that are required to be disclosed in the Registration Statement or the Prospectus are disclosed therein; (E) except as disclosed in the Registration Statement, the General Disclosure Package, Package and the care taken by the Company Prospectus, no person or entity has a right of first refusal or an option to purchase any Property; (F) each Property complies with all applicable codes, laws and its subsidiaries with respect regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to acquiring or otherwise procuring access to such leases or other property interests was generally consistent with standard industry practices Property), except as disclosed in the areas Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that would not reasonably be expected to, singly or in which the Company and its subsidiaries operate for acquiring aggregate, result in a Material Adverse Effect; (G) no mortgage or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to deed of trust encumbering any Property is convertible into ownership interests in oil the entity owning such Property and, other than as described in the Registration Statement, the General Disclosure Package and gas properties obtained by the Prospectus, no mortgage or deed of trust on behalf any Property is cross-defaulted or cross-collateralized with any other Property; and (H) none of the Company Transaction Entities, any of their respective subsidiaries or any Related Entity or, to the knowledge of either of the Transaction Entities, any lessee of any of the Properties is in default under any of the contracts governing any Properties and its none of the Transaction Entities, any of their respective subsidiaries or any Related Entity knows of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under any of such contracts, except, in each case, for such defaults that have would not yet been drilled reasonably be expected to, singly or included in the aggregate, result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package(1) The Transaction Entities hold, the Company directly or indirectly through their respective Subsidiaries and its subsidiaries have (i) Joint Ventures, good and defensible marketable fee simple title to all of the interests real property described in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in Registration Statement, the General Disclosure Package and the Prospectus and the improvements (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets exclusive of improvements owned by themtenants, if applicable) located thereon (individually, a “Property” and collectively, the “Properties”), in each case case, free and clear of all liens, encumbrances encumbrances, claims, security interests, restrictions and defects defects, except such as (x) are described disclosed in the Registration Statement, the General Disclosure Package with respect to and the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsProspectus, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Properties as a whole and do not materially interfere in any material respect with the use made or and proposed to be made of such properties Properties as a whole by the Company Company; (2) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Transaction Entities or its subsidiaries; any other of their respective Subsidiaries owns any real property other than the Properties; (3) except as set forth in the Registration Statement, the General Disclosure Package and buildings held under lease by the Company and its subsidiaries are held by them under validProspectus, subsisting and enforceable leases, with such exceptions as the mortgages or deeds of trust that encumber certain of the Properties are not material convertible into debt or equity securities of the Transaction Entities and do their respective Subsidiaries and such mortgages and deeds of trust are not cross-defaulted with any loan not made to, or cross-collateralized to any property not owned directly or indirectly by, the Transaction Entities or their respective Subsidiaries; (4) each of the Properties complies with all applicable codes, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except as would not individually or in the aggregate materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of such property and buildings the Properties by the Company or its subsidiariesTransaction Entities; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property (5) except as set forth in the manner contemplated by Registration Statement, the General Disclosure PackagePackage and the Prospectus, neither of the Transaction Entities nor their respective Subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof which if consummated would reasonably be expected to have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken as a whole, and none of the care Transaction Entities and their respective Subsidiaries know of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken by the Company and its subsidiaries with respect to acquiring as a whole, whether or otherwise procuring such leases or other property interests was generally consistent with standard industry practices not arising from transactions in the areas ordinary course of business; (6) no third party has an option or a right of first refusal to purchase any Property or any portion thereof or direct interest therein, except as such is set forth in which the Company Registration Statement, the General Disclosure Package and its subsidiaries operate for acquiring or procuring leases the Prospectus; and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf (7) each of the Company and Transaction Entities or one of its subsidiaries respective Subsidiaries or a Joint Venture has obtained an owner’s title insurance policy, from a title insurance company licensed to issue such policy, on each Property that have not yet been drilled or included in a unit for drillinginsures the Transaction Entities’, the Company and its subsidiaries have carried out respective Subsidiary’s or the Joint Ventures’ fee interest in such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateProperty.

Title to Property. Except as disclosed in the General Disclosure Package(1) The Transaction Entities hold, the Company and its subsidiaries have (i) directly or indirectly through their respective Subsidiaries, good and defensible marketable fee simple title to all of the interests real property described in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in Registration Statement, the General Disclosure Package and the Prospectus and the improvements (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets exclusive of improvements owned by themtenants, if applicable) located thereon (individually, a “Property” and collectively, the “Properties”), in each case case, free and clear of all liens, encumbrances encumbrances, claims, security interests, restrictions and defects defects, except such as (x) are described disclosed in the Registration Statement, the General Disclosure Package with respect to and the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsProspectus, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Properties as a whole and do not materially interfere in any material respect with the use made or and proposed to be made of such properties Properties as a whole by the Company Company; (2) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Transaction Entities or its subsidiaries; any other of their respective Subsidiaries owns any real property other than the Properties; (3) except as set forth in the Registration Statement, the General Disclosure Package and buildings held under lease by the Company and its subsidiaries are held by them under validProspectus, subsisting and enforceable leases, with such exceptions as the mortgages or deeds of trust that encumber certain of the Properties are not material convertible into debt or equity securities of the Transaction Entities and do their respective Subsidiaries and such mortgages and deeds of trust are not cross-defaulted with any loan not made to, or cross-collateralized to any property not owned directly or indirectly by, the Transaction Entities or their respective Subsidiaries; (4) each of the Properties complies with all applicable codes, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except as would not individually or in the aggregate materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of such property and buildings the Properties by the Company or its subsidiariesTransaction Entities; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property (5) except as set forth in the manner contemplated by Registration Statement, the General Disclosure PackagePackage and the Prospectus, neither of the Transaction Entities nor their respective Subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof which if consummated would reasonably be expected to have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken as a whole, and none of the care Transaction Entities and their respective Subsidiaries know of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken by the Company and its subsidiaries with respect to acquiring as a whole, whether or otherwise procuring such leases or other property interests was generally consistent with standard industry practices not arising from transactions in the areas ordinary course of business; (6) no third party has an option or a right of first refusal to purchase any Property or any portion thereof or direct interest therein, except as such is set forth in which the Company Registration Statement, the General Disclosure Package and its subsidiaries operate for acquiring or procuring leases the Prospectus; and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf (7) each of the Company and Transaction Entities or one of its subsidiaries respective Subsidiaries has obtained an owner’s title insurance policy, from a title insurance company licensed to issue such policy, on each Property that have not yet been drilled or included in a unit for drillinginsures the Transaction Entities’, the Company and its subsidiaries have carried out respective Subsidiary’s fee interest in such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateProperty.

Title to Property. Except The Company and its subsidiaries have good and marketable title in fee simple to all real property owned by any of them (if any) and good title to all other properties and assets owned by any of them, in each case, free and clear of all Liens (other than the Lien of the Existing Indenture) except such as disclosed (a) are described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus or (b) are not, individually or in the aggregate, material to the Company and its subsidiaries have (i) good and defensible title taken as a whole, are not required to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained be disclosed in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected Registration Statement, the Pre-Pricing Prospectus or the Prospectus, do not, individually or in the General Disclosure Package as assets owned by themaggregate, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or any of its subsidiaries; all real property, buildings and other improvements, and all equipment and other property held under lease or sublease by the working interests derived from oilCompany or any of its subsidiaries is held by them under valid, gas subsisting and mineral enforceable leases or mineral interests that constitute a portion subleases, as the case may be, with, solely in the case of leases or subleases relating to real property, buildings or other improvements, such exceptions as are not material and do not interfere with the real use made or proposed to be made of such property held and buildings or leased other improvements by the Company and its subsidiaries, reflect and all such leases and subleases are in all material respects full force and effect; and neither the Company nor any of its subsidiaries has received any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company and or any of its subsidiaries under any of the leases or subleases mentioned above or affecting or questioning the rights of the Company or any of its subsidiaries to explore, develop the continued possession of the leased or produce hydrocarbons from such real property in subleased premises or to the manner contemplated by continued use of the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring leased or otherwise procuring such leases subleased equipment or other property interests was generally consistent with standard industry practices except for such claims that, if successfully asserted against the Company or any of its subsidiaries, would not, individually or in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to exploreaggregate, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure PackageThe Company, the Company Operating Partnership, and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) subsidiaries have good and marketable title in fee simple to all real property owned by any of them and good title to all other real properties and personal property reflected in the General Disclosure Package as assets owned by any of them, in each case case, free and clear of all liens, encumbrances and defects Liens except such as (xa) are described in the General Disclosure Package with respect to Registration Statement and the Company’s revolving credit facilityProspectus or (b) do not, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary individually or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries have a Material Adverse Effect and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property by the Company, the Operating Partnership or any of the Company’s subsidiaries and all Liens that are required to be disclosed in the Registration Statement and Prospectus are disclosed therein; all real property, buildings and other improvements, and equipment and other property held under lease or sublease by the Company, the Operating Partnership or any of the Company’s subsidiaries are held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Company, the Operating Partnership and the Company’s subsidiaries, and all such leases and subleases are in full force and effect; and none of the Company, the Operating Partnership or any of the Company’s subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any of the Company’s subsidiaries under any of the leases or subleases mentioned above or affecting or questioning the rights of the Company, the Operating Partnership or any of the Company’s subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims which, if successfully asserted against the Company, the Operating Partnership or any of the Company’s subsidiaries, would not, individually or in the aggregate, have a Material Adverse Effect. Except as otherwise described in the Registration Statement or the Prospectus, (i) none of the Company, the Operating Partnership or any of the Company’s subsidiaries or any tenant of any of such property is in default under (A) any space leases (as lessor or lessee, as the case may be) relating to such properties, (B) any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against such properties, or (C) any ground lease, sublease or operating sublease relating to any of such properties, and neither the Company nor the Operating Partnership knows of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements, except with respect to (A), (B) and (C) immediately above any such default that would not have a Material Adverse Effect; (ii) no tenant under any of the leases at any such property has a right of first refusal or option to purchase the premises demised under such lease except for rights or options that would not have a Material Adverse Effect if exercised; (iii) to the knowledge of the Company and the Operating Partnership, each such property complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except for such failures to comply that would not have a Material Adverse Effect; (iv) neither the Company nor the Operating Partnership has knowledge of any pending or threatened condemnation proceedings, zoning change or other proceeding or action that will in any material manner affect the size of, use of, improvements on, construction on or access to such properties; (v) the mortgages and deeds of trust that encumber such properties are not convertible into equity securities of the entity owning such property and said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than other properties described in the Prospectus as owned or leased by the Company or its subsidiaries; and (vi) the working interests derived from oilCompany, gas and mineral leases the Operating Partnership or mineral interests that constitute a portion subsidiary of the real Company, as applicable, has obtained title insurance on the fee or leasehold interests, as the case may be, in each such properties, in an amount at least equal to the greater of (x) the mortgage indebtedness of each such property held or leased by (y) the Company and its subsidiaries, reflect in all material respects the rights purchase price of the Company and its subsidiaries to explore, develop or produce hydrocarbons from each such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateproperty.

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries have has (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (iia) good and marketable title to all other of its tangible assets and personal properties reflected as owned in the Company Balance Sheet or acquired after the date of the Company Balance Sheet (except properties and assets which have been sold or otherwise disposed of, or have become obsolete, since the Company Balance Sheet Date in the ordinary course of business), and (b) with respect to leased real and tangible personal property reflected in the General Disclosure Package as assets owned by themproperties and assets, in each case valid leasehold interests therein, free and clear of all mortgages, liens, pledges, charges or encumbrances and defects of any kind or character, except such as (xi) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts for current taxes not yet due and payable for the performance payable, (ii) such imperfections of other unmatured obligations title, liens and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) easements as do not and will not materially affect detract from or interfere with the value use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (iii) liens securing debt which are reflected on the Company Balance Sheet and (iv) such other mortgages, liens, pledges, charges or encumbrances as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The plants, property and equipment of the Company that are used in the operations of its business are in all material respects in good operating condition and repair, subject to normal wear and tear. All properties used in the operations of the Company as of September 30, 2001 are reflected in the Company Balance Sheet to the extent required by generally accepted accounting principles. All leases with respect to real and tangible personal property to which the Company is a party are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, on the Company and, to the knowledge of the Company and its subsidiaries ACN, the other party or parties thereto, in each case, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights generally and do not interfere in any material except as the availability of equitable remedies may be limited by general principles of equity. True and correct copies of all leases with respect with the use made or proposed to be made of such properties tangible personal property that contemplate payments by the Company or its subsidiaries; any other real property exceeding $50,000 per year and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral all leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other real property interests was generally consistent with standard industry practices in the areas in which the have been provided to NetRatings. The Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateowns no real property.

Title to Property. Except (A) The Transaction Entities, any of their respective subsidiaries or any joint venture in which either of the Transaction Entities or any of their respective subsidiaries owns an interest (each such joint venture being referred to as disclosed a “Related Entity”), as the case may be, will have good and marketable fee or leasehold title to their respective Properties and assets owned or leased by them, in each case, free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims or equities of any kind, other than those that (1) are described in the General Disclosure PackageRegistration Statement, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Prospectus or (ii2) good and marketable title to all other real and personal property reflected do not, singly or in the aggregate, result in a Material Adverse Effect; (B) except as disclosed in the Registration Statement, the General Disclosure Package as assets owned by themand the Prospectus, in each case free and clear none of all liensthe Transaction Entities, encumbrances and defects except such as (x) are any of their respective subsidiaries or any Related Entity owns any real property other than the Properties described in the Registration Statement, the General Disclosure Package and the Prospectus as being so owned; (C) each of the ground leases, subleases and sub-subleases relating to a Property, if any, are the legal, valid and binding agreement of the applicable Transaction Entity, a subsidiary thereof or a Related Entity, enforceable against such Transaction Entity, such subsidiary or such Related Entity in accordance with its terms, except, in each case, to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally or by general equitable principles, and, with respect to equitable relief, the Company’s revolving credit facilitydiscretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity), (y) are liens and encumbrances with respect to any indemnification provisions contained therein, except as rights under operating agreementsthose provisions may be limited by applicable law or policies underlying such law, unitization and pooling agreementsno default or event of default on the part of the Transaction Entities, production sales contractsany of their respective subsidiaries or any Related Entity or, farmout agreements to the knowledge of the Transaction Entities, the counterparties thereto has occurred under any ground lease, sublease or sub-sublease with respect to such Property and other oil and gas explorationnone of the Transaction Entities, participation and production agreementsany of their respective subsidiaries or any Related Entity has received any notice of any event which, in each case that secure payment whether with or without the passage of amounts not yet due and payable for time or the performance giving of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsnotice, or (z) do not materially affect the value both, would constitute a default under such ground lease, sublease or sub-sublease and none of the properties Transaction Entities, any of the Company and its their respective subsidiaries and do not interfere in or any material respect with the use made or proposed Related Entity has received any notice of any claim of any sort that has been asserted by anyone adverse to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company Transaction Entities, any of their respective subsidiaries or any Related Entity under any of the ground leases, subleases or sub-subleases mentioned above, except, in each case, other than such failures to be in full force and its subsidiaries to exploreeffect, develop for such defaults and such claims as would not reasonably be expected to, singly or produce hydrocarbons from such real property in the manner contemplated by aggregate, result in a Material Adverse Effect; (D) all security interests, mortgages, pledges, liens, encumbrances, claims or equities on any of the Properties or assets of either of the Transaction Entities, any of their respective subsidiaries or any Related Entity that are required to be disclosed in the Registration Statement or the Prospectus are disclosed therein; (E) except as disclosed in the Registration Statement, the General Disclosure Package, Package and the care taken by the Company Prospectus, no person or entity has a right of first refusal or an option to purchase any Property; (F) each Property complies with all applicable codes, laws and its subsidiaries with respect regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to acquiring or otherwise procuring access to such leases or other property interests was generally consistent with standard industry practices Property), except as disclosed in the areas Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that would not reasonably be expected to, singly or in which the Company and its subsidiaries operate for acquiring aggregate, result in a Material Adverse Effect; (G) no mortgage or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to deed of trust encumbering any Property is convertible into ownership interests in oil the entity owning such Property and, other than as described in the Registration Statement, the General Disclosure Package and gas properties obtained by the Prospectus, no mortgage or deed of trust on behalf any Property is cross-defaulted or cross-collateralized with any other Property; and (H) none of the Company Transaction Entities, any of their respective subsidiaries or any Related Entity or, to the knowledge of either of the Transaction Entities, any lessee of any of the Properties is in default under any of the contracts governing any Properties and its none of the Transaction Entities, any of their respective subsidiaries or any Related Entity knows of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under any of such contracts, except, in each case, for such defaults that have would not yet been drilled reasonably be expected to, singly or included in the aggregate, result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package, the (A) The Company and its subsidiaries the Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title in fee simple to, or a valid leasehold interest in, all real property owned or leased by them that are material to the business as described in the Registration Statement and the Prospectus, and good title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances security interests, pledges, charges, encumbrances, encroachments, restrictions, mortgages and defects other defects, except such as are (xi) are described disclosed in the General Disclosure Package with respect Registration Statement and the Prospectus or (ii) listed as an exception to the owner’s or leasehold title insurance policies furnished by the Company to CF&Co or its counsel or (iii) would not reasonably be expected to have a material adverse effect on the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary interest in the oil and gas industry or arise in connection with drilling and production operationsrelated property, or (z) do not materially affect the value of such property or the properties of the Company business conducted thereon; (B) any real property, improvements, equipment and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real personal property and buildings held under lease by the Company and its subsidiaries or any Subsidiary are held by them under valid, subsisting existing and enforceable leases, in each case, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesany Subsidiary; and (C) except with respect to the working interests derived Company’s corporate headquarters at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Headquarters”), the Company or a Subsidiary has an owner’s or leasehold title insurance policy, from oila title insurance company licensed to issue such policy, gas on each property described in the Registration Statement and mineral leases Prospectus as being owned or mineral interests that constitute a portion of leased, as the real property held or leased case may be, by the Company and its subsidiariesor a Subsidiary, reflect that insures the Company’s or the Subsidiary’s fee simple or leasehold interest, as the case may be, in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property property, which policies include only commercially reasonable exceptions, and with coverages in amounts at least equal to amounts that are generally deemed in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect Company’s industry to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices be commercially reasonable in the areas in which markets where the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas Company’s properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateare located.

Title to Property. Except as disclosed in the General Disclosure PackageThe Partnership Entities have legal, the Company and its subsidiaries have (i) good valid and defensible title to all of the interests in the oil and natural gas properties underlying the Company’s estimates of its ▇▇▇▇▇▇ & Company, Inc. of the Partnership Entities’ net proved reserves contained in or incorporated by reference into the Registration Statement, the General Disclosure Package and (ii) the Prospectus and have good and marketable title in fee simple to all real property owned by any of them (if any) and good title to all other real properties and personal property reflected in the General Disclosure Package as assets owned by any of them, in each case case, free and clear of all liens, encumbrances and defects Liens except such as (xa) are described in the Registration Statement, the General Disclosure Package with respect and the Prospectus, (b) exist pursuant to the Company’s revolving credit facility, Existing Credit Agreement or (yc) are liens and encumbrances under operating agreementsnot, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary individually or in the oil and gas industry aggregate, material to the Partnership Entities taken as a whole, are not required to be disclosed in the Registration Statement, the Pre-Pricing Prospectus or arise the Prospectus, do not, individually or in connection with drilling and production operationsthe aggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesPartnership Entities; and the working interests derived from oil, natural gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, Partnership Entities reflect in all material respects the rights right of the Company and its subsidiaries Partnership Entities to explore, develop or produce hydrocarbons as described in the Registration Statement, the General Disclosure Package and the Prospectus from such real property in the manner contemplated by the General Disclosure Packageproperty, and the care taken by the Company and its subsidiaries Partnership Entities with respect to acquiring or otherwise procuring such leases or other property mineral interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries Partnership Entities operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect ; all real property, buildings and other improvements, and all equipment and other property held under lease or sublease by the Partnership Entities is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to interests real property, buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in oil full force and gas properties obtained by or on behalf effect; and none of the Company and Partnership Entities has received any notice of any claim of any sort that has been asserted by anyone adverse to the rights of any of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership or any of its subsidiaries that have not yet been drilled Subsidiaries to the continued possession of the leased or included subleased premises or to the continued use of the leased or subleased equipment or other property except for such claims which, if successfully asserted against any of the Partnership Entities, would not, individually or in the aggregate, result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except (A) The Operating Partnership or a subsidiary thereof has good and marketable title (fee or, in the case of ground leases and as disclosed in the General Disclosure PackageProspectus, the Company and its subsidiaries have (ileasehold) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themeach Property, in each case free and clear of all mortgages, pledges, liens, claims, security interests, restrictions or encumbrances and defects of any kind, except such as (x1) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityProspectus or (2) do not, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary singly or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Property and do not materially interfere with the use made and proposed to be made of such Property by the Transaction Entities or any of their subsidiaries; (B) neither the Transaction Entities nor any of their subsidiaries owns any real property other than the Properties; (C) each of the ground leases and subleases of real property, if any, material to the business of the Transaction Entities and their subsidiaries, considered as one enterprise, and under which the Transaction Entities or any of their subsidiaries holds properties described in any the Prospectus, is in full force and effect, with such exceptions as are not material respect and do not materially interfere with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property by either of the Transaction Entities or any of their subsidiaries, and buildings held under lease by neither of the Company and its Transaction Entities nor any of their subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in has any notice of any material respect with the use made and proposed to be made claim of such property and buildings any sort that has been asserted by the Company any ground lessor or its subsidiaries; and the working interests derived from oil, gas and mineral leases sublessor under a ground lease or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects sublease threatening the rights of the Company and its Transaction Entities or any of their subsidiaries to explorethe continued possession of the leased or subleased premises under any such ground lease or sublease; (D) no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease; (E) each of the Properties complies with all applicable codes, develop or produce hydrocarbons from such real property laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the manner contemplated by the General Disclosure PackageProspectus, and except for such failures to comply that would not, singly or in the care taken by aggregate, reasonably be expected to have a Material Adverse Effect; (F) except if and to the Company and its subsidiaries with respect to acquiring extent disclosed in the Prospectus, no Transaction Entity has knowledge of any pending or otherwise procuring such leases threatened condemnation proceedings, zoning change or other property interests was generally consistent with standard industry practices in proceeding or action that will materially affect the areas in which the Company and its subsidiaries operate for acquiring use or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf value of any of the Company Properties; and its subsidiaries (G) the mortgages and deeds of trust that have encumber the Properties are not yet been drilled convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance cross-collateralized with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateany property other than other Properties.

Title to Property. Except as disclosed in the General Disclosure Package, the Company The Carvana Parties and its their respective subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title in fee simple to all real property owned by any of them (if any) and good title to all other real properties and personal property reflected in the General Disclosure Package as assets owned by any of them, in each case case, free and clear of all liens, encumbrances and defects Liens except such as (xa) are described in the General Disclosure Package with respect Registration Statement and the Prospectus or (b) are not, individually or in the aggregate, material to the Company’s revolving credit facilityCarvana Parties and their respective subsidiaries taken as a whole, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary required to be disclosed in the oil and gas industry Registration Statement or arise the Prospectus, do not, individually or in connection with drilling and production operationsthe aggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not materially interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property by the Carvana Parties or any of their respective subsidiaries; all real property, buildings and other improvements, and all equipment and other property, held under lease or sublease by the Carvana Parties or any of their respective subsidiaries is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property, buildings or other improvements, such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such property and buildings or other improvements by the Company Carvana Parties or its any of their respective subsidiaries, and all such leases and subleases are in full force and effect; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion neither of the real property held or leased Carvana Parties nor any of their respective subsidiaries has received any notice of any claim of any sort that has been asserted by the Company and its subsidiaries, reflect in all material respects anyone adverse to the rights of the Company and its Carvana Parties or any of their respective subsidiaries under any of the leases or subleases mentioned above or affecting or questioning the rights of the Carvana Parties or any of their respective subsidiaries to explorethe continued possession of the leased or subleased premises, develop or produce hydrocarbons from to the continued use of the leased or subleased equipment or other property, except for such real property claims which, if successfully asserted against the Carvana Parties or any of their respective subsidiaries, would not, individually or in the manner contemplated by the General Disclosure Packageaggregate, and the care taken by the Company and its subsidiaries with respect reasonably be expected to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except The Company and its subsidiaries have good and marketable title in fee simple to all real property owned by any of them (if any) and good title to all other properties and assets (other than with respect to the Owned Vessels, as disclosed described in Subsection (v) hereof) owned by any of them, in each case, free and clear of all Liens except such as (a) are described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus or (b) are not, individually or in the aggregate, material to the Company and its subsidiaries have (i) good and defensible title taken as a whole, are not required to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained be disclosed in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected Registration Statement, the Pre-Pricing Prospectus or the Prospectus, do not, individually or in the General Disclosure Package as assets owned by themaggregate, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or any of its subsidiaries; all real property, buildings and other improvements, and all equipment and other property held under lease or sublease by the working interests derived from oilCompany or any of its subsidiaries is held by them under valid, gas subsisting and mineral enforceable leases or mineral interests that constitute a portion subleases, as the case may be, with, solely in the case of leases or subleases relating to real property, buildings or other improvements, such exceptions as are not material and do not interfere with the real use made or proposed to be made of such property held and buildings or leased other improvements by the Company and its subsidiaries, reflect and all such leases and subleases are in all material respects full force and effect; and neither the Company nor any of its subsidiaries has received any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company and or any of its subsidiaries under any of the leases or subleases mentioned above or affecting or questioning the rights of the Company or any of its subsidiaries to explore, develop the continued possession of the leased or produce hydrocarbons from such real property in subleased premises or to the manner contemplated by continued use of the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring leased or otherwise procuring such leases subleased equipment or other property interests was generally consistent with standard industry practices except for such claims which, if successfully asserted against the Company or any of its subsidiaries, would not, individually or in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to exploreaggregate, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure PackagePackage and the Final Prospectus, the Company and its subsidiaries Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Final Prospectus and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package and the Final Prospectus as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (xw) are described in the General Disclosure Package with respect to and the Company’s revolving credit facilityFinal Prospectus, (yx) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (zy) do not materially affect the value of the properties of the Company and its subsidiaries Subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiariesSubsidiaries or (z) as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; any other real property and buildings held under lease by the Company and its subsidiaries Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbonsSubsidiaries. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries Subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries Subsidiaries have carried out such title investigations in accordance with the reasonable customary practice in the oil and gas industry in the areas in which the Company and its subsidiaries Subsidiaries operate.

Title to Property. Except as disclosed in the General Disclosure PackagePackage and the Final Prospectus, the Company and its subsidiaries Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Final Prospectus and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package and the Final Prospectus as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (xw) are described in the General Disclosure Package with respect to and the Company’s revolving credit facilityFinal Prospectus, (yx) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (zy) do not materially affect the value of the properties of the Company and its subsidiaries Subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiariesSubsidiaries or (z) where failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; any other real property and buildings held under lease by the Company and its subsidiaries Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and material, do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesSubsidiaries and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, Subsidiaries reflect in all material respects the rights of the Company and its subsidiaries Subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure PackagePackage and the Final Prospectus, and the care taken by the Company and its subsidiaries Subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries Subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries Subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries Subsidiaries have carried out such title investigations in accordance with the reasonable customary practice in the oil and gas industry in the areas in which the Company and its subsidiaries Subsidiaries operate.

Title to Property. Except as disclosed in the General Disclosure PackageThe Operating Subsidiary has (a) good, the Company and its subsidiaries have (i) good valid and defensible title to all of the interests in the oil and gas properties underlying Properties supporting the Company’s estimates of its net proved reserves contained in the General Disclosure Package and SEC Documents, (iib) good and marketable indefeasible title to all real property owned by it, other real than the oil and gas Properties covered by clause (a), and (c) good title to all personal property reflected described in the General Disclosure Package SEC Documents as assets being owned by themit, in each case free and clear of all liens, encumbrances and defects Liens except (i) such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilitySEC Documents, (yii) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or such as arise in connection with drilling and production operationsthe Credit Agreement, or (ziii) such as do not (individually or in the aggregate) materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties Properties by the Company or its subsidiaries; any other real property and buildings held under lease by Partnership Entities as described in the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the SEC Documents. The working interests derived from oil, gas and mineral leases or mineral interests that interests, which constitute a portion of the real property held or leased by the Company and its subsidiariesOperating Subsidiary, reflect in all material respects the rights right of the Company and its subsidiaries Operating Subsidiary to exploreexplore for, develop or and produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Packageproperty, and the care taken by the Company Operating Subsidiary and any of its subsidiaries predecessors in interest who are or were affiliates of the Partnership Entities with respect to acquiring or otherwise procuring such leases or other property mineral interests was generally consistent with standard industry practices in the areas in which the Company Operating Subsidiary and any of its subsidiaries operate predecessors who are or were affiliates of the Partnership Entities operates for acquiring or procuring leases and interests therein to exploreexplore for, develop or and produce hydrocarbons. With respect to interests in oil All real property and gas properties obtained buildings held under lease or sublease by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingOperating Subsidiary, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in except the oil and gas industry Properties covered by clause (a) above (the “Leased and Subleased Properties”), are held by it under valid, subsisting and enforceable leases or subleases, as the case may be, subject to exceptions that do not materially interfere with the use made and proposed to be made of such Leased and Subleased Properties by the Operating Subsidiary as described in the areas SEC Documents, and all such leases and subleases are in which full force and effect. The Operating Subsidiary has not received any notice of any claim that has been asserted by anyone adverse to the Company rights of the Operating Subsidiary under any of the leases or subleases mentioned in the prior sentence above or affecting or questioning the rights of the Operating Subsidiary to the continued possession of the Leased and its subsidiaries operateSubleased Properties under any such lease or sublease except for such claims that would not reasonably be expected, individually or in the aggregate, to have a Partnership Material Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have (i) good and defensible title to all Each of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) Group Companies has good and marketable title to all other real property and personal property owned by it, in each case free and clear of any Liens, except such Liens as permitted under the Documents or imposed by Applicable Law. For the real property not owned by any of the Group Companies and currently used for the business operations of the Group Companies, each of such Group Companies has good and marketable title to all leasehold estates in real and personal property reflected in the General Disclosure Package as assets owned being leased by themit and, in each case free and clear of all liens, encumbrances and defects Liens (except such Liens as permitted under the Documents, imposed by Applicable Law or would not reasonably be expected to have a Material Adverse Effect) as of the Closing Date. (xii) are described in the General Disclosure Package with respect Except as would not be reasonably expected to the Company’s revolving credit facilityhave a Material Adverse Effect, (yi) are liens no default (or event which with notice or lapse of time, or both, would constitute a default) by any of the Group Companies has occurred and encumbrances is continuing under operating any of such leases, tenancies, licenses, concessions or agreements, unitization and pooling (ii) there are no grounds for rescission, avoidance or repudiation of any of such leases, tenancies, licenses, concessions or agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, (iii) no notice of termination or of intention to terminate has been received in each case that secure payment respect of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leasesthereof, with such exceptions as are not material and do not materially interfere with the uses made or proposed to be made by such real property and buildings by the Group Companies. (iii) None of the Group Companies has received any written notice of any claim of any nature that has been asserted by anyone adverse to the rights of a Group Company under any leases, tenancies, licenses, concessions or agreements or affecting the rights of a Group Company to the continued possession of such property or material assets, with such exceptions as are not material and do not materially interfere with the uses made or proposed to be made by such real property or assets by the Group Companies. (iv) The ownership of and the right to use the land and buildings owned or used by the Group Companies are not subject to any adverse terms or conditions except as would not be reasonably expected to have a Material Adverse Effect. The properties and other material assets presently owned, leased or licensed by the Group Companies are structurally sound, are in good operating condition and repair and have been maintained in accordance with good business practice and are adequate for the uses to which they are being and intended by any of the Group Companies to be put, and none of such properties or other material assets is in need of maintenance or repairs, except for (i) ordinary, routine maintenance and repairs that are not material in nature or cost and taking into account the age and length of the use of the same, ordinary wear and tear excepted, and (ii) any newly acquired or leased properties that have not been converted into hotels operated by the Group Companies. (v) Except as otherwise set forth in Schedule 4(o) of the Disclosure Schedule, to the knowledge of the Company following due inquiry, there are no facts or conditions affecting any of such properties or other material assets which could, individually or in the aggregate, interfere in any material respect with the occupancy or use made and proposed to be made of such property and buildings by the Company thereof as currently occupied or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateused.

Title to Property. Except (A) The Transaction Entities, any of their respective subsidiaries or any joint venture in which either of the Transaction Entities (other than China Merchants Americold Holdings Company Limited and China Merchants Americold Logistics Company Limited) or any of their respective subsidiaries owns an interest (each such joint venture being referred to as disclosed a “Related Entity”), as the case may be, will have good and marketable fee or leasehold title to their respective Properties and assets owned or leased by them, in each case, free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims or equities of any kind, other than those that (1) are described in the General Disclosure PackageRegistration Statement, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Prospectus or (ii2) good and marketable title to all other real and personal property reflected do not, singly or in the aggregate, result in a Material Adverse Effect; (B) except as disclosed in the Registration Statement, the General Disclosure Package as assets owned by themand the Prospectus, in each case free and clear none of all liensthe Transaction Entities, encumbrances and defects except such as (x) are any of their respective subsidiaries or any Related Entity owns any real property other than the Properties described in the Registration Statement, the General Disclosure Package and the Prospectus as being so owned; (C) each of the ground leases, subleases and sub-subleases relating to a Property, if any, are the legal, valid and binding agreement of the applicable Transaction Entity, a subsidiary thereof or a Related Entity, enforceable against such Transaction Entity, such subsidiary or such Related Entity in accordance with its terms, except, in each case, to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally or by general equitable principles, and, with respect to equitable relief, the Company’s revolving credit facilitydiscretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity), (y) are liens and encumbrances with respect to any indemnification provisions contained therein, except as rights under operating agreementsthose provisions may be limited by applicable law or policies underlying such law, unitization and pooling agreementsno default or event of default on the part of the Transaction Entities, production sales contractsany of their respective subsidiaries or any Related Entity or, farmout agreements to the knowledge of the Transaction Entities, the counterparties thereto has occurred under any ground lease, sublease or sub-sublease with respect to such Property and other oil and gas explorationnone of the Transaction Entities, participation and production agreementsany of their respective subsidiaries or any Related Entity has received any notice of any event which, in each case that secure payment whether with or without the passage of amounts not yet due and payable for time or the performance giving of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsnotice, or (z) do not materially affect the value both, would constitute a default under such ground lease, sublease or sub-sublease and none of the properties Transaction Entities, any of the Company and its their respective subsidiaries and do not interfere in or any material respect with the use made or proposed Related Entity has received any notice of any claim of any sort that has been asserted by anyone adverse to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company Transaction Entities, any of their respective subsidiaries or any Related Entity under any of the ground leases, subleases or sub-subleases mentioned above, except, in each case, other than such failures to be in full force and its subsidiaries to exploreeffect, develop for such defaults and such claims as would not reasonably be expected to, singly or produce hydrocarbons from such real property in the manner contemplated by aggregate, result in a Material Adverse Effect; (D) all security interests, mortgages, pledges, liens, encumbrances, claims or equities on any of the Properties or assets of either of the Transaction Entities, any of their respective subsidiaries or any Related Entity that are required to be disclosed in the Registration Statement or the Prospectus are disclosed therein; (E) except as disclosed in the Registration Statement, the General Disclosure Package, Package and the care taken by the Company Prospectus, no person or entity has a right of first refusal or an option to purchase any Property; (F) each Property complies with all applicable codes, laws and its subsidiaries with respect regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to acquiring or otherwise procuring access to such leases or other property interests was generally consistent with standard industry practices Property), except as disclosed in the areas Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that would not reasonably be expected to, singly or in which the Company and its subsidiaries operate for acquiring aggregate, result in a Material Adverse Effect; (G) no mortgage or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to deed of trust encumbering any Property is convertible into ownership interests in oil the entity owning such Property and, other than as described in the Registration Statement, the General Disclosure Package and gas properties obtained by the Prospectus. no mortgage or deed of trust on behalf any Property is cross-defaulted or cross-collateralized with any other Property; and (H) none of the Company Transaction Entities, any of their respective subsidiaries or any Related Entity or, to the knowledge of either of the Transaction Entities, any lessee of any of the Properties is in default under any of the contracts governing any Properties and its none of the Transaction Entities, any of their respective subsidiaries or any Related Entity knows of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under any of such contracts, except, in each case, for such defaults that have would not yet been drilled reasonably be expected to, singly or included in the aggregate, result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except (A) The Operating Partnership or a subsidiary thereof has good and marketable title (fee or, in the case of ground leases and as disclosed in the General Disclosure Package, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (iithe Prospectus, leasehold) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themeach Property, in each case free and clear of all mortgages, pledges, liens, claims, security interests, restrictions or encumbrances and defects of any kind, except such as (x1) are described in the General Disclosure Package with respect to and the Company’s revolving credit facilityProspectus or (2) do not, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary singly or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not materially interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company Transaction Entities or its any of their subsidiaries; (B) neither the Transaction Entities nor any of their subsidiaries owns any real property other than the Properties; (C) each of the ground leases and subleases of real property, if any, material to the business of the Transaction Entities and their subsidiaries, considered as one enterprise, and under which the Transaction Entities or any of their subsidiaries holds properties described in the General Disclosure Package and the working interests derived from oilProspectus, gas is in full force and mineral leases effect, with such exceptions as are not material and do not materially interfere with the use made or mineral interests that constitute a portion proposed to be made of such real property by either of the real property held Transaction Entities or leased by the Company and its any of their subsidiaries, reflect in all and neither of the Transaction Entities nor any of their subsidiaries has any notice of any material respects claim of any sort that has been asserted by any ground lessor or sublessor under a ground lease or sublease threatening the rights of the Company and its Transaction Entities or any of their subsidiaries to explorethe continued possession of the leased or subleased premises under any such ground lease or sublease; (D) all liens, develop charges, encumbrances, claims or produce hydrocarbons from such real property restrictions on any of the Properties and the assets of a Transaction Entity or any of their subsidiaries that are required to be disclosed in the manner contemplated by the General Disclosure PackagePackage or the Prospectus are disclosed therein; (E) no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease; (F) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Prospectus, and except for such failures to comply that would not, singly or in the care taken by aggregate, reasonably be expected to have a Material Adverse Effect; (G) except if and to the Company and its subsidiaries with respect to acquiring extent disclosed in the general Disclosure package or otherwise procuring such leases the Prospectus, no Transaction Entity has knowledge of any pending or threatened condemnation proceedings, zoning change or other property interests was generally consistent with standard industry practices in proceeding or action that will materially affect the areas in which the Company and its subsidiaries operate for acquiring use or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf value of any of the Company Properties; and its subsidiaries (H) the mortgages and deeds of trust that have encumber the Properties are not yet been drilled convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance cross-collateralized with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateany property other than other Properties.

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to, or have valid and enforceable rights to lease or otherwise use, all other items of real property and personal property reflected (other than with respect to Intellectual Property Rights, which is addressed exclusively in Section 2.26) that are material to the General Disclosure Package as assets owned by themrespective businesses of the Company and its subsidiaries, in each case case, free and clear of all liens, encumbrances encumbrances, claims, and defects and imperfections of title, except such liens, encumbrances, claims, defects and imperfections as (xi) are described disclosed in the General Registration Statement, the Pricing Disclosure Package with respect to and the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsFinal Prospectus, or (zii) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not materially interfere in any material respect with the use made or proposed to be made of such properties property by the Company or and its subsidiaries; any other . The Company and its subsidiaries have good and marketable title to, or have valid and enforceable rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case, free and clear of all liens, encumbrances, claims and defects and imperfections of title, except such liens, encumbrances, claims, defects and imperfections as (i) are disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, or (ii) do not materially affect the value of such property and buildings do not materially interfere with the use made or proposed to be made of such property by the Company and its subsidiaries. All items of real and personal property held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere in any material respect with the use made and or proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate.

Title to Property. (a) Except as disclosed in Section 5.16(a) of the General NBC Disclosure PackageSchedule, the Company NBC and its subsidiaries Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good good, valid and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case them free and clear of all liensLiens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts Liens for current Taxes not yet due and payable for the performance of and other unmatured obligations and are of a scope and nature customary standard exceptions commonly found in title policies in the oil jurisdiction where such real property is located, and gas industry or arise in connection with drilling such encumbrances and production operationsimperfections of title, or (z) if any, as do not materially affect detract from the value of the properties of the Company and its subsidiaries and do not materially interfere in any material respect with the use made present or proposed to be made use of such properties by the Company or its subsidiaries; any other otherwise materially impair such operations. All real property and buildings held under lease by fixtures material to the Company business, operations or financial condition of NBC and its subsidiaries Subsidiaries are held in good condition and repair except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on NBC. (b) NBC and its Subsidiaries have good, valid and marketable title to all tangible personal property owned by them under validthem, subsisting free and enforceable leasesclear of all Liens except as publicly disclosed in the NBC Reports filed prior to the date hereof or as disclosed in Section 5.16(b) of the NBC Disclosure Schedule or as would not reasonably be expected to have, with such exceptions as are not material and do not interfere individually or in any material respect with the use made and proposed to be made aggregate, a Material Adverse Effect on NBC. (c) All leases of such real property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral all other leases or mineral interests that constitute a portion of the real property held or leased by the Company material to NBC and its subsidiariesSubsidiaries under which NBC or a Subsidiary, reflect in all material respects the rights of the Company as lessee, leases personal property are valid and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations binding in accordance with their respective terms, there is not under such lease any material existing default by NBC or such Subsidiary or, to the reasonable practice knowledge of NBC, any other party thereto, or any event which with notice or lapse of time would constitute such a default, and, in the oil and gas industry case of leased premises, NBC or such Subsidiary quietly enjoys the premises provided for in such lease, except in any such case as would not reasonably be expected to have, individually or in the areas in which the Company and its subsidiaries operateaggregate, a Material Adverse Effect on NBC.

Title to Property. Except as disclosed in At the General Disclosure PackageClosing Date and each Option Closing Date, if any, after giving effect to the Formation Transactions, the Company and its subsidiaries Partnership Entities will have (iA) good legal, valid and defensible title to all of the interests in oil and gas properties underlying the Company’s Partnership Properties supporting the estimates of its net proved reserves contained in the Registration Statement, the General Disclosure Package and the Prospectus, (iiB) good and marketable title in fee simple to all real property owned by them, other than the Partnership Properties covered by clause (A), and (C) good and marketable title to all other real property and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liensLiens, encumbrances and defects except such as (x) are Liens described in the Registration Statement, the General Disclosure Package with respect to and the Company’s revolving credit facilityProspectus and Liens that do not, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary individually or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not materially interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company Partnership Entities. All real property, buildings and other improvements, and equipment and other property, except the Partnership Properties covered by clause (A) above, to be held under lease or its subsidiaries; sublease by any of the Partnership Entities will be held by them under valid, subsisting and the working interests derived from oil, gas and mineral enforceable leases or mineral interests subleases, as the case may be, subject to exceptions that constitute a portion are not material and do not interfere with the use made or proposed to be made of such real property, buildings and other improvements, and equipment and other property, except the Partnership Properties covered by clause (A) above, by the Partnership Entities, and all such leases and subleases will be in full force and effect. None of the real property held or leased Partnership Entities has any notice of any claim that has been asserted by the Company and its subsidiaries, reflect in all material respects anyone adverse to the rights of the Company and its subsidiaries Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to explorethe continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, develop if successfully asserted, would not, individually or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Packageaggregate, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure PackagePackage and the Final Offering Circular, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Final Offering Circular and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package and the Final Offering Circular as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (xw) are described in the General Disclosure Package with respect to and the Company’s revolving credit facilityFinal Offering Circular, (yx) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (zy) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries, or (z) where failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariessubsidiaries and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, subsidiaries reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure PackagePackage and the Final Offering Circular, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable customary practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate.

Title to Property. (a) Except as disclosed in the General Disclosure Packagewould not be material to Company, the Company and or one of its subsidiaries have Subsidiaries (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) has good and marketable title to all other real and personal property reflected in the General Disclosure Package Company Financial Statements as assets being owned by themCompany or one of its Subsidiaries other than OREO (“Owned Real Property”), in each case free and clear of all liensLiens of any nature whatsoever, encumbrances except for (A) statutory Liens securing payments not yet due (or being contested in good faith and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityfor which adequate reserves have been established), (yB) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements Liens for Taxes and other oil governmental charges and gas exploration, participation and production agreements, in each case that secure payment of amounts assessments not yet due and payable (or being contested in good faith and for the performance which adequate reserves have been established in accordance with GAAP), (C) easements, rights of way, and restrictions, zoning ordinances and other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby in the ordinary course of business, (D) Liens of carriers, warehousemen, mechanics’ and materialmen and other like Liens arising in the ordinary course of business, and (E) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties ((A) through (E) collectively, “Permitted Encumbrances”) and (ii) has good and marketable leasehold interests in all parcels of real property leased to Company reflected in the Company Financial Statements (the “Leased Premises”), free and clear of all Liens of any nature created by Company or any of its Subsidiaries or, to the Knowledge of Company, any other Person, except for Permitted Encumbrances, and is in sole possession of the properties purported to be leased thereunder, subject and pursuant to the terms of the leases, subleases, licenses or other contracts (including all amendments, modifications and supplements thereto) (the “Real Property Leases”). Since the Balance Sheet Date, none of the Leased Premises or Owned Real Property has been taken by eminent domain (or to the Knowledge of Company is the subject of a pending or contemplated taking which has not been consummated). (b) No Person other than Company and its subsidiaries and do not interfere Subsidiaries has (i) any right in any material respect with of the Owned Real Property or any right to use made or proposed occupy any portion of the Owned Real Property or (ii) any right to be made use or occupy any portion of such properties by the Leased Premises. (c) Each of the Real Property Leases is valid and binding on Company or its subsidiaries; any other real property applicable Subsidiary and buildings held under lease by the Company is in full force and its subsidiaries are held by them under valideffect, subsisting and enforceable leasesthere exists no material default or event of default or event, occurrence, condition or act, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and Subsidiaries or, to the working interests derived from oilKnowledge of Company, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or the other property interests was generally consistent parties thereto, and neither Company nor, to the Knowledge of Company, any other party thereto, which, with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf giving of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingnotice, the Company and its subsidiaries have carried out such title investigations in accordance with lapse of time or the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatehappening of any other event or condition, would become a material default or event of default thereunder.

Title to Property. Except as disclosed in the General Disclosure Package, the (A) The Company and its subsidiaries the Subsidiaries have (i) good and defensible marketable title in fee simple to, or a valid leasehold interest in, all real property owned or leased by them that are material to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained business as described in the General Disclosure Package and (ii) the Prospectus, and good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances security interests, pledges, charges, encumbrances, encroachments, restrictions, mortgages and defects other defects, except such as are (xi) are described disclosed in the General Disclosure Package with respect and the Prospectus or (ii) listed as an exception to the owner’s or leasehold title insurance policies furnished by the Company to the Underwriters and their counsel or (iii) could not reasonably be expected to have a material adverse effect on the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary interest in the oil and gas industry or arise in connection with drilling and production operationsrelated property, or (z) do not materially affect the value of such property or the properties of the Company business conducted thereon; (B) any real property, improvements, equipment and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real personal property and buildings held under lease by the Company and its subsidiaries or any Subsidiary are held by them under valid, subsisting existing and enforceable leases, in each case, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesany Subsidiary; and (C) except with respect to the working interests derived Company’s corporate headquarters at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Headquarters”), the Company or a Subsidiary has an owner’s or leasehold title insurance policy, from oila title insurance company licensed to issue such policy, gas on each property described in the Registration Statement, General Disclosure Package and mineral leases Prospectus as being owned or mineral interests that constitute a portion of leased, as the real property held or leased case may be, by the Company and its subsidiariesor a Subsidiary, reflect that insures the Company’s or the Subsidiary’s fee simple or leasehold interest, as the case may be, in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property property, which policies include only commercially reasonable exceptions, and with coverages in amounts at least equal to amounts that are generally deemed in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect Company’s industry to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices be commercially reasonable in the areas in which markets where the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas Company’s properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateare located.

Title to Property. Except as disclosed Company and its subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected in the General Disclosure PackageCompany Balance Sheet or acquired after the Company Balance Sheet Date (except properties, interests in properties and assets sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business), or in the case of leased properties and assets, valid leasehold interests in, free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except (i) the lien of current taxes not yet due and payable, (ii) such imperfections of title, liens and easements as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (iii) liens securing debt which is reflected on the Company Balance Sheet, (iv) liens that in the aggregate would not have a Material Adverse Effect on Company, and (v) in the case of all real property and interests in real property leased by the Company or any of its subsidiaries, in addition to the foregoing: (A) covenants, rights-of-way and other encumbrances or restrictions of record; (B) zoning, building and other similar restrictions; (C) mortgages, liens, security interests or encumbrances that have been placed by any developer, landlord or other third party on property that is leased by Company or any of its subsidiaries, and (D) unrecorded easements, covenants, rights-of-way or other restrictions, none of which items in clauses (A) through (D) above would materially impair the current use of the property to which they relate; it being understood that, except as expressly provided herein, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package make no representation with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary any fee title interests in the oil and gas industry or arise in connection with drilling and production operationsreal property leased, or (z) do not materially affect a portion of which is leased, by the value Company or any of the properties its subsidiaries. The plants, property and equipment of the Company and its subsidiaries that are used in the operations of their businesses are in good operating condition and repair, except when the failure to do so would not interfere have a Material Adverse Effect. All properties used in any material respect with the use made or proposed to be made operations of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere reflected in any material respect with the use made and proposed Company Balance Sheet to the extent GAAP require the same to be made reflected. Schedule 3.10 identifies each parcel of such real property owned, if any, and buildings each property leased by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion any of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries on the date hereof. To the best of Company's knowledge, no lease relating to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateforeign parcel contains any extraordinary payment obligation.

Title to Property. Except as disclosed in The Partnership Entities have, and on the General Disclosure PackageClosing Date, the Company and its subsidiaries will have (iA) good legal, valid and defensible title to all of the interests in oil and gas properties underlying the Company’s Partnership Properties supporting the estimates of its net proved reserves contained in the General Disclosure Package and the Offering Memorandum, (iiB) good and marketable title in fee simple to all real property owned by them, other than the Partnership Properties covered by clause (A), and (C) good and marketable title to all other real property and personal property reflected in the General Disclosure Package as assets owned by them, in each case case, free and clear of all liensLiens, encumbrances and defects except such as (xi) are described in the General Disclosure Package with respect to and the Company’s revolving credit facilityOffering Memorandum, (yii) are liens and encumbrances permitted under operating agreementsthe Credit Agreement, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, (iii) would not result in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsMaterial Adverse Effect, or (ziv) do not not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the General Disclosure Package and the Offering Memorandum by the Partnership Entities; all real property, buildings and other improvements, and equipment and other property to be held under lease or sublease by any of the Company Partnership Entities will be held by them under valid, subsisting and its subsidiaries enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by or other improvements taken as a whole as they have been used in the Company past and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of used in the in the future as described in the General Disclosure Package and the Offering Memorandum, and all such property leases and buildings by the Company or its subsidiariessubleases will be in full force and effect; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion none of the real property held or leased Partnership Entities has any notice of any claim of any sort that has been asserted by the Company and its subsidiaries, reflect in all material respects anyone adverse to the rights of the Company and its subsidiaries Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to explorethe continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, develop if successfully asserted, would not, individually or produce hydrocarbons from such real property in the manner contemplated by aggregate, have a Material Adverse Effect; provided, however, that the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring enforceability of such leases or other property interests was generally consistent with standard industry practices in and subleases, as the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explorecase may be, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained may be limited by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateCreditors’ Rights.

Title to Property. Except as disclosed in the General Disclosure PackageThe Company, the Company Bank and its subsidiaries the Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all real properties and transferable title to all other properties and assets, tangible or intangible, owned by them (other than any assets or properties classified as other real and personal property reflected in estate owned) that are material to the General Disclosure Package as assets owned by themoperation of their businesses, in each case free from Liens (other than (i) Liens for current taxes and clear of all liensassessments not yet past due or being contested in good faith, encumbrances (ii) inchoate Liens for construction in progress, (iii) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s and defects except such as (x) are described carriers’ Liens arising in the General Disclosure Package ordinary course of business of the Company, the Bank or such Subsidiary consistent with past practice for sums not yet delinquent or being contested in good faith by appropriate proceedings and (iv) Liens with respect to tenant personal property, fixtures and/or leasehold improvements at the Company’s revolving credit facilitysubject premises arising under state statutes and/or principles of common law (collectively, (y“Permitted Liens”)) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere would impair in any material respect the value thereof or interfere with the use made or proposed to be made thereof by them in any material respect. The Company, the Bank and the Subsidiaries own, lease or otherwise have valid easement rights to use all properties as are necessary to their operations as now conducted. To the Knowledge of such properties the Company, the Company, the Bank and the Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them in any material respect. None of the Company Company, the Bank or its subsidiaries; any Subsidiary or, to the Knowledge of the Company, any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere party thereto is in default in any material respect under any lease described in the immediately preceding sentence. There are no condemnation or eminent domain proceedings pending or, to the Knowledge of the Company, threatened in writing, with the use made and proposed respect to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion any of the real property held properties owned, or leased to the Company’s Knowledge, any of the real properties leased, by the Company and its subsidiariesCompany, reflect in all material respects the rights Bank or any of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbonsSubsidiaries. With respect to interests in oil and gas properties obtained by or on behalf None of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingCompany, the Company and its subsidiaries have carried out such Bank or any of the Subsidiaries has, within the last two (2) years, made any material title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateclaims, or has outstanding any material title claims, under any policy of title insurance respecting any parcel of real property.

Title to Property. Except The Company and its subsidiaries have good and marketable title in fee simple to all real property owned by any of them (if any) and good title to all other properties and assets owned by any of them, in each case, free and clear of all Liens (other than the Lien of the Existing Indentures) except such as disclosed (A) are described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus or (B) are not, individually or in the aggregate, material to the Company and its subsidiaries have (i) good and defensible title taken as a whole, are not required to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained be disclosed in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected Registration Statement, the Pre-Pricing Prospectus or the Prospectus, do not, individually or in the General Disclosure Package as assets owned by themaggregate, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or any of its subsidiaries; all real property, buildings and other improvements, and all equipment and other property held under lease or sublease by the working interests derived from oilCompany or any of its subsidiaries is held by them under valid, gas subsisting and mineral enforceable leases or mineral interests that constitute a portion subleases, as the case may be, with, solely in the case of leases or subleases relating to real property, buildings or other improvements, such exceptions as are not material and do not interfere with the real use made or proposed to be made of such property held and buildings or leased other improvements by the Company and its subsidiaries, reflect and all such leases and subleases are in all material respects full force and effect; and neither the Company nor any of its subsidiaries has received any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company and or any of its subsidiaries under any of the leases or subleases mentioned above or affecting or questioning the rights of the Company or any of its subsidiaries to explore, develop the continued possession of the leased or produce hydrocarbons from such real property in subleased premises or to the manner contemplated by continued use of the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring leased or otherwise procuring such leases subleased equipment or other property interests was generally consistent with standard industry practices except for such claims that, if successfully asserted against the Company or any of its subsidiaries, would not, individually or in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to exploreaggregate, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained described in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themProspectus, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries has (i) satisfactory or good and do not interfere in any material respect with the use made or proposed defensible title to be made substantially all of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in its oil and gas properties obtained properties, title investigations having been carried out by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations person in accordance with the reasonable practice standards generally accepted in the oil and gas industry in the areas in which the Company and its subsidiaries operate, (ii) good and defensible title to all other real property and other material properties and assets owned by the Company or such subsidiary and (iii) valid, subsisting and enforceable leases for all of the properties and assets, real or personal, leased by them, except as the enforceability thereof may limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally (the “Enforceability Exceptions”), in each case, free and clear of all mortgages, pledges, liens, security interests, restrictions, encumbrances or charges of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except for matters that would not reasonably be expected to result in a Material Adverse Effect, all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. (a) Except as disclosed described on Schedule 3.13, other than to the extent such would not, individually or in the General Disclosure Packageaggregate, reasonably be expected to have a Triangle Material Adverse Effect, each of the Company Triangle Entities has good and its subsidiaries have marketable title to all real property (iother than oil and gas properties) good and personal property owned by them and valid, legal and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net the Triangle Entities’ proved reserves contained set forth in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package Triangle’s most recently-filed Form 10-K, as assets owned by themamended, in each case free and clear of all liens, encumbrances and defects Liens except such as (xi) are described in Liens arising under or securing indebtedness incurred under the General Disclosure Package with respect to Triangle Credit Agreement or the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, RockPile Credit Agreement or (zii) Liens that do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by taken as a whole. (b) Other than to the Company extent such would not, individually or its subsidiaries; any other in the aggregate, reasonably be expected to have a Triangle Material Adverse Effect, all real property and buildings held under lease by the Company and its subsidiaries Triangle Entities are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects Triangle Entities give the rights of Triangle Entities the Company and its subsidiaries right to explore, develop or and produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the properties consistent with standard industry practices. The care taken by the Company and its subsidiaries Triangle Entities with respect to acquiring or otherwise procuring such leases or other property mineral interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries Triangle Entities operate for acquiring or procuring leases and mineral interests therein to explore, develop or and produce hydrocarbons. With respect No real property (including oil, gas and mineral leases and mineral interests) owned, leased, licensed or used by the Triangle Entities lies in an area which is, or to interests the Knowledge of the Triangle Entities will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction of another Person or its ownership, leasing, licensing, or use of any real or personal property (including oil, gas and mineral leases and mineral interests) exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such property in the business of the Triangle Entities as presently conducted or as the Triangle SEC Documents indicate they contemplate conducting. (c) As of the date hereof, (i) all royalties, rentals, deposits and other amounts owed under the oil and gas leases constituting the oil and gas properties obtained by or on behalf of the Company Triangle Entities have been properly and its subsidiaries that have not yet been drilled timely paid (other than amounts held in suspense accounts pending routine payments or included in a unit for drillingrelated to disputes about the proper identification of royalty owners), and no material amount of proceeds from the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in sale or production attributable to the oil and gas industry properties of the Triangle Entities are currently being held in suspense by any purchaser thereof, and (ii) there are no claims under take-or-pay contracts pursuant to which natural gas purchasers have any make-up rights affecting the interests of the Triangle Entities in their oil and gas properties, except in each case where such failure to pay or claim would not, individually or in the areas in which the Company and its subsidiaries operateaggregate, be reasonably likely to have a Triangle Material Adverse Effect.

Title to Property. Except (i) The Operating Partnership or a subsidiary thereof has good and marketable title (fee or, in the case of ground leases and as disclosed in the General Disclosure PackageProspectus, the Company and its subsidiaries have (ileasehold) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themeach Property, in each case free and clear of all mortgages, pledges, liens, claims, security interests, restrictions or encumbrances and defects of any kind, except such as (xA) are described in the General Disclosure Package with respect to Registration Statement, the Company’s revolving credit facilityTime of Sale Prospectus or the Prospectus or (B) do not, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary singly or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Property and do not materially interfere with the use made and proposed to be made of such Property by the Transaction Entities or any of their subsidiaries; (ii) neither the Transaction Entities nor any of their subsidiaries owns any real property other than the Properties; (iii) each of the ground leases and subleases of real property, if any, material to the business of the Transaction Entities and their subsidiaries, considered as one enterprise, and under which the Transaction Entities or any of their subsidiaries holds properties described in any the Registration Statement, the Time of Sale Prospectus and the Prospectus, is in full force and effect, with such exceptions as are not material respect and do not materially interfere with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property by either of the Transaction Entities or any of their subsidiaries, and buildings held under lease by neither of the Company and its Transaction Entities nor any of their subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in has any notice of any material respect with the use made and proposed to be made claim of such property and buildings any sort that has been asserted by the Company any ground lessor or its subsidiaries; and the working interests derived from oil, gas and mineral leases sublessor under a ground lease or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects sublease threatening the rights of the Company and its Transaction Entities or any of their subsidiaries to explorethe continued possession of the leased or subleased premises under any such ground lease or sublease; (iv) all liens, develop charges, encumbrances, claims or produce hydrocarbons from such real property restrictions on any of the Properties and the assets of a Transaction Entity or any of their subsidiaries that are required to be disclosed in the manner contemplated by Registration Statement, the General Disclosure PackageTime of Sale Prospectus and the Prospectus are disclosed therein; (v) no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease; (vi) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and except for such failures to comply that would not, singly or in the care taken by aggregate, reasonably be expected to have a Material Adverse Effect; (vii) except if and to the Company extent disclosed in the Registration Statement, the Time of Sale Prospectus and its subsidiaries with respect to acquiring the Prospectus, no Transaction Entity has knowledge of any pending or otherwise procuring such leases threatened condemnation proceedings, zoning change or other property interests was generally consistent with standard industry practices in proceeding or action that will materially affect the areas in which the Company and its subsidiaries operate for acquiring use or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf value of any of the Company Properties; and its subsidiaries (viii) the mortgages and deeds of trust that have encumber the Properties are not yet been drilled convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance cross-collateralized with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateany property other than other Properties.

Title to Property. Except as disclosed in (1) the General Disclosure PackageOperating Partnership holds, the Company and directly or indirectly through its subsidiaries have (i) wholly-owned subsidiaries, good and defensible marketable fee simple title to all of the interests real property described in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in Registration Statement, the General Disclosure Package and the Prospectus as wholly-owned by it and the improvements (iiexclusive of improvements owned by tenants, if applicable) good and marketable title to all other real and personal property reflected located thereon (except that the Company’s ownership interest of the Omaha Acute Care hospital consists of a long-term ground lease as described in the Registration Statement, the General Disclosure Package as assets owned by themand the Prospectus) (individually, a “Property” and collectively, the “Properties”), in each case case, free and clear of all liens, encumbrances encumbrances, claims, security interests, restrictions and defects defects, except such as (x) are described disclosed in the Registration Statement, the General Disclosure Package with respect to and the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsProspectus, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Properties as a whole and do not materially interfere in any material respect with the use made or and proposed to be made of such properties Properties as a whole by the Company Company; (2) the Properties will not be subject to any mortgages or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under validdeeds of trust, subsisting and enforceable leases, with except such exceptions as are set forth in the Registration Statement, the General Disclosure Package and the Prospectus; (3) each of the Properties will comply with all applicable codes, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except as would not material and do not individually or in the aggregate materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of such property and buildings the Properties by the Company or its subsidiariesCompany; and (4) except with respect to the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property Properties identified in the manner contemplated by Prospectus as “GMR East Orange,” “GMR Altoona,” “GMR Mechanicsburg,” “GMR Mesa,” “West Mifflin Facility” and “GMR Watertown,” no third party will have an option or a right of first refusal to purchase any Property or any portion thereof or interest therein, except as such is set forth in the Registration Statement, the General Disclosure Package, Package and the care taken by Prospectus. Either the Company and its subsidiaries with respect to acquiring Operating Partnership or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf a subsidiary of the Company and its subsidiaries Operating Partnership has obtained an owner’s title insurance policy, from a title insurance company licensed to issue such policy, on each Property that have not yet been drilled or included insures the Operating Partnership’s, such subsidiary’s fee interest in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateProperty.

Title to Property. Except as disclosed in the General Disclosure Package, the (a) The Company and its subsidiaries Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good good, valid and marketable title to all other real and personal property owned by them as reflected in the General Disclosure Package as assets owned by themmost recent balance sheet included in the Company Reports, except for properties that have been disposed of in each case the ordinary course of business since the date of such balance sheet, free and clear of all liensLiens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts Liens for current Taxes not yet due and payable for the performance of and other unmatured obligations and are of a scope and nature customary standard exceptions commonly found in title policies in the oil jurisdiction where such real property is located, (y) such encumbrances and gas industry or arise in connection with drilling and production operationsimperfections of title, or (z) if any, as do not materially affect detract from the value of the properties and (z) other such Liens as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. All real property and fixtures used in or relevant to the business, operations or financial condition of the Company and its subsidiaries Subsidiaries are in good condition and do repair except as would not interfere reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have good, valid and marketable title to all tangible personal property owned by them as reflected in the most recent balance sheet included in the Company Reports, except for assets that have been disposed of in the ordinary course of business since the date of such balance sheet, free and clear of all Liens except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) All leases of real property and all other leases material to the Company and its Subsidiaries under which the Company or a Subsidiary, as lessee, leases personal property are valid and binding in accordance with their respective terms, and there is not under any such lease any material respect with the use made or proposed to be made of such properties existing default by the Company or its subsidiaries; such Subsidiary or, to the knowledge of the Company, any other real property and buildings held under lease by party thereto, or any event which with notice or lapse of time or both would constitute such a default, and, in the Company and its subsidiaries are held by them under validcase of leased premises, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and such Subsidiary quietly enjoys the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion use of the real property held premises provided for in such lease, except in any such case as would not reasonably be expected to have, individually or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by aggregate, a Material Adverse Effect on the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateCompany.

Title to Property. Except as disclosed in the General Disclosure Package, the (a) The Company and its subsidiaries have (i) good and defensible title to all own or lease no material real property other than as set forth in Section 4.20 of the interests in oil and gas properties underlying Company Disclosure Schedule or the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property Company SEC Reports. Except as reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (x) are described Company's financial statements included in the General Disclosure Package with respect to the Company’s revolving credit facilityCompany SEC Reports, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries has good and valid title to all of its respective owned properties and assets, free and clear of all Liens except Liens for Taxes not yet due and payable and such liens or other imperfections of title, if any, that do not materially detract from the value of or materially interfere in any material respect with the present use made of property affected thereby; and, to the knowledge of the Company, all leases pursuant to which the Company or proposed any subsidiary leases from others material amounts of real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, to the knowledge of the Company, under any of such leases, any existing material default or event of default (or event that with notice or lapse of time, or both, would constitute a material default and in respect of which the Company or any of its subsidiaries, as applicable, has not taken adequate steps to prevent such a default from occurring). (b) Neither the Company nor any of its subsidiaries has received notice from any Governmental or Regulatory Authority requiring material work to be done or material improvements to be made of such properties upon any property owned or leased by the Company or any of its subsidiaries; . (c) Neither the Company nor any other real of its subsidiaries has received notice from any lessor of any property leased by the Company or any of its subsidiaries requiring it to make a material repair, or to pay for any material repair of, any property leased by the Company or any of its subsidiaries which material repairs remain unremedied, and buildings held if any such leased property were to be surrendered in its present condition, such leased property would be required to be accepted by the lessor in such condition under the terms of the applicable lease. (d) Except as set forth in Section 4.20 of the Company Disclosure Schedule, no consent is required by the lessor under any lease agreement relating to any property leased by the Company or any of its subsidiaries to the transactions contemplated by this Agreement in order for said lease to remain in full force and effect after the Closing. (e) All tangible assets owned or used by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Packageoperation of their respective businesses are in good operating condition and in a good state of maintenance and repair and are adequate for such businesses as currently conducted, and the care taken by the Company and its subsidiaries with respect to acquiring except as would not be expected, individually or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the aggregate, to have a Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have (i) good The Company and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) Subsidiaries have good and marketable title in fee simple to, or a valid leasehold interest in, all real property owned or leased by them that are material to the business as described in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, and good title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances security interests, pledges, charges, encumbrances, encroachments, restrictions, mortgages and defects other defects, except such as are (xA) are described disclosed in the General Disclosure Package with respect Registration Statement, the Prospectus and any Permitted Free Writing Prospectus or (B) listed as an exception to the owner’s or leasehold title insurance policies furnished by the Company to the Agents, Forward Purchasers, Forward Sellers or their counsel or (C) would not reasonably be expected to have a Material Adverse Effect on the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary interest in the oil and gas industry or arise in connection with drilling and production operationsrelated property, or (z) do not materially affect the value of such property or the properties of the Company business conducted thereon; (ii) any real property, improvements, equipment and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real personal property and buildings held under lease by the Company and its subsidiaries or any Subsidiary are held by them under valid, subsisting existing and enforceable leases, in each case, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesany Subsidiary; and (iii) except with respect to the working interests derived Company’s corporate headquarters at 2 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Headquarters”), the Company or a Subsidiary has an owner’s or leasehold title insurance policy, from oila title insurance company licensed to issue such policy, gas on each property described in the Registration Statement, the Prospectus and mineral leases any Permitted Free Writing Prospectus as being owned or mineral interests that constitute a portion of leased, as the real property held or leased case may be, by the Company and its subsidiariesor a Subsidiary, reflect that insures the Company’s or the Subsidiary’s fee simple or leasehold interest, as the case may be, in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property property, which policies include only commercially reasonable exceptions, and with coverages in amounts at least equal to amounts that are generally deemed in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect Company’s industry to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices be commercially reasonable in the areas in which markets where the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas Company’s properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateare located.

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to, or have valid and enforceable rights to lease or otherwise use, all other items of real property and personal property reflected (other than with respect to Intellectual Property Rights, which is addressed exclusively in Section ‎2.26) that are material to the General Disclosure Package as assets owned by themrespective businesses of the Company and its subsidiaries, in each case case, free and clear of all liens, encumbrances encumbrances, claims, and defects and imperfections of title, except such liens, encumbrances, claims, defects and imperfections as (xi) are described disclosed in the General Registration Statement, the Pricing Disclosure Package with respect to and the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsFinal Prospectus, or (zii) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not materially interfere in any material respect with the use made or proposed to be made of such properties property by the Company or and its subsidiaries; any other . The Company and its subsidiaries have good and marketable title to, or have valid and enforceable rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case, free and clear of all liens, encumbrances, claims and defects and imperfections of title, except such liens, encumbrances, claims, defects and imperfections as (i) are disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, or (ii) do not materially affect the value of such property and buildings do not materially interfere with the use made or proposed to be made of such property by the Company and its subsidiaries. All items of real and personal property held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere in any material respect with the use made and or proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate.

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and each of its subsidiaries have has (iA) good legal, valid and defensible title to substantially all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and Package, (iiB) good and marketable title to all other real property owned by the Company and (C) good and marketable title to all personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) such as do not materially affect the value of the properties property of the Company and its subsidiaries subsidiaries, taken as a whole, and do not materially interfere in any material respect with the use made or and proposed to be made of such properties property by the Company or any of its subsidiaries; any other all real property and buildings held under lease by the Company and or any of its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are do not material materially affect the value of such property and do not materially interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or any of its subsidiaries; and the . The working interests derived from oil, gas and mineral leases or mineral interests that which constitute a portion of the real property held or leased by the Company and or any of its subsidiaries, subsidiaries reflect in all material respects the rights right of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Packageproperty, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases leases, options to lease, drilling rights and concessions or other property interests was generally consistent with standard industry practices in the areas in which the Company and or its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate.

Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have, or, with respect to the properties to be contributed by each of Gulfport and Windsor UT (the “Contributions”), will have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries subsidiaries, after giving effect to the Contributions, are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, after giving effect to the Contributions, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries subsidiaries, after giving effect to the Contributions, that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate.

Title to Property. Except as disclosed in (1) the General Disclosure PackageOperating Partnership holds, the Company and directly or indirectly through its subsidiaries have (i) wholly-owned Subsidiaries, good and defensible marketable fee simple title to all of the interests real property described in oil the Registration Statement and gas properties underlying the Prospectus as wholly-owned by it and the improvements (exclusive of improvements owned by tenants, if applicable) located thereon (except that the Company’s estimates ownership interest of its net proved reserves contained the Omaha Acute Care hospital consists of a long-term ground lease as described in the General Disclosure Package Registration Statement and the Prospectus) (ii) good individually, a “Property” and marketable title to all other real and personal property reflected in collectively, the General Disclosure Package as assets owned by them“Properties”), in each case case, free and clear of all liens, encumbrances encumbrances, claims, security interests, restrictions and defects defects, except such as (x) are described disclosed in the General Disclosure Package with respect to Registration Statement and the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsProspectus, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Properties as a whole and do not materially interfere in any material respect with the use made or and proposed to be made of such properties Properties as a whole by the Company Company; (2) the Properties will not be subject to any mortgages or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under validdeeds of trust, subsisting and enforceable leases, with except such exceptions as are set forth in the Registration Statement and the Prospectus; (3) each of the Properties will comply with all applicable codes, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except as would not material and do not individually or in the aggregate materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of such property and buildings the Properties by the Company or its subsidiariesCompany; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries (4) except with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices the Properties identified in the areas Prospectus as “GMR East Orange,” “GMR Altoona,” “GMR Mechanicsburg,” “GMR Mesa,” “West Mifflin Facility” and “GMR Watertown,” no third party will have an option or a right of first refusal to purchase any Property or any portion thereof or interest therein, except as such is set forth in which the Company Registration Statement and its subsidiaries operate for acquiring the Prospectus. Either the Operating Partnership or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf a Subsidiary of the Company and its subsidiaries Operating Partnership has obtained an owner’s title insurance policy, from a title insurance company licensed to issue such policy, on each Property that have not yet been drilled or included insures the Operating Partnership’s, such Subsidiary’s fee interest in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateProperty.

Title to Property. Except as disclosed in the General Disclosure PackagePackage and the Final Prospectus, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Final Prospectus and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package and the Final Prospectus as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (xw) are described disclosed in the General Disclosure Package and the Final Prospectus (including, without limitation, those arising in connection with respect to the Company’s revolving credit facilityCredit Agreement or the Indenture), (yx) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (zy) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, subsidiaries reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure PackagePackage and the Final Prospectus, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable customary practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate.

Title to Property. Except The Company and its subsidiaries have good and marketable title in fee simple to all real property owned by any of them (if any) and good title to all other properties and assets owned by any of them, in each case, free and clear of all Liens (other than the Lien of the Existing Indentures) except such as disclosed (a) are described in the Registration Statement, the General Disclosure PackagePackage and the Prospectus or (b) are not, individually or in the aggregate, material to the Company and its subsidiaries have (i) good and defensible title taken as a whole, are not required to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained be disclosed in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected Registration Statement, the Pre-Pricing Prospectus or the Prospectus, do not, individually or in the General Disclosure Package as assets owned by themaggregate, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or any of its subsidiaries; all real property, buildings and other improvements, and all equipment and other property held under lease or sublease by the working interests derived from oilCompany or any of its subsidiaries is held by them under valid, gas subsisting and mineral enforceable leases or mineral interests that constitute a portion subleases, as the case may be, with, solely in the case of leases or subleases relating to real property, buildings or other improvements, such exceptions as are not material and do not interfere with the real use made or proposed to be made of such property held and buildings or leased other improvements by the Company and its subsidiaries, reflect and all such leases and subleases are in all material respects full force and effect; and neither the Company nor any of its subsidiaries has received any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company and or any of its subsidiaries under any of the leases or subleases mentioned above or affecting or questioning the rights of the Company or any of its subsidiaries to explore, develop the continued possession of the leased or produce hydrocarbons from such real property in subleased premises or to the manner contemplated by continued use of the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring leased or otherwise procuring such leases subleased equipment or other property interests was generally consistent with standard industry practices except for such claims that, if successfully asserted against the Company or any of its subsidiaries, would not, individually or in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to exploreaggregate, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package, the (A) The Company and its subsidiaries the Subsidiaries have (i) good and defensible marketable title in fee simple to, or a valid leasehold interest in, all real property owned or leased by them that are material to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained business as described in the General Disclosure Package and (ii) the Prospectus, and good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances security interests, pledges, charges, encumbrances, encroachments, restrictions, mortgages and defects other defects, except such as are (xi) are described disclosed in the General Disclosure Package with respect and the Prospectus or (ii) listed as an exception to the owner’s or leasehold title insurance policies furnished by the Company to the Underwriter and its counsel or (iii) could not reasonably be expected to have a material adverse effect on the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary interest in the oil and gas industry or arise in connection with drilling and production operationsrelated property, or (z) do not materially affect the value of such property or the properties of the Company business conducted thereon; (B) any real property, improvements, equipment and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real personal property and buildings held under lease by the Company and its subsidiaries or any Subsidiary are held by them under valid, subsisting existing and enforceable leases, in each case, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesany Subsidiary; and (C) except with respect to the working interests derived Company’s corporate headquarters at ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Headquarters”), the Company or a Subsidiary has an owner’s or leasehold title insurance policy, from oila title insurance company licensed to issue such policy, gas on each property described in the Registration Statement, General Disclosure Package and mineral leases Prospectus as being owned or mineral interests that constitute a portion of leased, as the real property held or leased case may be, by the Company and its subsidiariesor a Subsidiary, reflect that insures the Company’s or the Subsidiary’s fee simple or leasehold interest, as the case may be, in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property property, which policies include only commercially reasonable exceptions, and with coverages in amounts at least equal to amounts that are generally deemed in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect Company’s industry to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices be commercially reasonable in the areas in which markets where the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas Company’s properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateare located.

Title to Property. Except as disclosed in the General Disclosure Package, (a) Neither the Company nor any of its Subsidiaries owns any real property. The Company and each of its subsidiaries Subsidiaries have (i) good and defensible title to all of the interests in oil material properties and gas properties underlying assets purported to be owned by the Company’s estimates Company or any of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themSubsidiaries, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and Liens other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts than Liens for taxes not yet due and payable and such Liens or other imperfections of title, if any, as do not materially detract from the value of or materially interfere with the present use of the property affected thereby. (b) All leases or other similar Contracts (the “Leases”) pursuant to which the Company or any of its Subsidiaries lease from other Persons, or have otherwise acquired the right to use, material real or personal property are valid and effective in accordance with their respective terms, and there is not, under any such Lease, any existing default or event of default of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto (or any event which with notice or lapse of time, or both, would constitute a default and in respect of which the Company or Subsidiary has not taken adequate steps to prevent such default from occurring). (c) Section 3.14 of the Company Disclosure Schedule contains a complete and accurate list of all real property leased or otherwise occupied by the Company as of the date hereof (the “Leased Real Property”), the name of the landlord, the date of the Lease and each amendment thereto, and, with respect to each such Lease, the approximate square footage of the premises leased thereunder (as set forth in such Lease, if applicable) and the aggregate annual rental payable thereunder. The Company has provided to Parent a complete and accurate copy of each such Lease. No term or condition of any such Lease has been modified, amended or waived except as shown in such copies. Each such Lease constitutes the entire agreement of the landlord and the tenant thereunder. There are no other Contracts in effect as of the date hereof relating to the Company’s use or occupancy of any of the premises leased under such Leases. The Company has not transferred or assigned any interest in any such Lease, nor has the Company subleased or otherwise granted rights of use or occupancy of any of the premises leased thereunder to any other Person. As of the date of this Agreement, to the knowledge of the Company, the landlord under each such Lease has complied with all of the requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Leases. (d) The Company has not received any notice from any insurance company of any currently uncured defects or inadequacies in any Leased Real Property or any part thereof which would reasonably be expected to materially and adversely affect the insurability of such property or the premiums for the insurance thereof. No written notice has been given to the Company by any insurance company which has issued a policy with respect to any portion of any Leased Real Property or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other unmatured obligations and are work with which compliance has not been made. To the knowledge of the Company, there exist no structural, soil or other conditions with respect to any Leased Real Property that would reasonably be expected to result in a scope and nature customary material increase in the oil and gas industry probability of material damage to any such property as a result of earthquake or arise in connection with drilling and production operationsother seismic activity, or otherwise cause the Company or any of its Subsidiaries to incur any material costs or expenses under any such Lease. (ze) do not materially affect the value No law, ordinance, regulation or restriction is, or as of the properties expiration date of the Offer or the Effective Time will be, violated by the continued occupancy, maintenance, operation or use of the Leased Real Property in their present manner. To the knowledge of the Company, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of Fifty Thousand Dollars ($50,000) to modify or improve such property to bring it into compliance therewith. (f) There is no pending or, to the knowledge of the Company, threatened condemnation or similar proceeding affecting any leased property or any portion thereof, and the Company has no knowledge that any such action is currently contemplated. There are no legal actions, suits or other legal or administrative proceedings pending or threatened against the Company, or, to the knowledge of the Company, against third parties affecting any leased property, and the Company is not aware of any facts which might result in any such action, suit or proceeding. All the plants, structures and equipment of the Company and its subsidiaries Subsidiaries, except such as may be under construction, are in good operating condition and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under validrepair, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operaterespects.

Title to Property. Except as disclosed (A) With respect to the Properties in which the General Disclosure PackageOperating Partnership owns, directly or indirectly, all of the ownership interest therein, the Company and Operating Partnership or its subsidiaries have (i) good and defensible marketable fee simple title to all of the interests in oil and gas properties land underlying such Properties (or, to the Company’s estimates of its net proved reserves contained extent described in the General Disclosure Package Prospectus, a valid leasehold estate in such land) and (iiexcept for the Property known as "500 Orange") good and marketable title to the improvements thereon and all other real assets that are required for the effective operation of such Properties in the manner in which they currently are operated, subject, however, to existing mortgages on such Properties, to utility easements serving such Properties, to liens of ad valorem taxes not due and payable as of the Closing Time (or which are being contested pursuant to applicable law), to zoning and similar governmental land use matters affecting such Properties that are consistent with the current uses of such Properties, to matters of title not adversely affecting marketability of title to such Properties, other statutory liens not due and payable as of the Closing Time, title matters that may be material in character, amount or extent but which do not materially detract from the value, or interfere with the use, of the Properties or otherwise materially impair the business operations being conducted or proposed to be conducted thereon, tenant leases, service marks and trade names used in connection with such Properties, ground leases and ownership by others of certain items of equipment and other items of personal property reflected in that are not material to the General Disclosure Package as assets owned by them, in each case free and clear conduct of all liens, encumbrances and defects except business operations at such as Properties; (xB) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityProperties in which the Operating Partnership owns, directly or indirectly, less than all of the ownership interest (y) the "Joint Venture Properties"), the Operating Partnership or its subsidiaries have good and marketable title to such ownership interests and the respective entities owning the Joint Venture Properties have good and marketable title to such interests in the Joint Venture Properties and good and marketable title to the improvements thereon and all other assets that are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable required for the performance effective operation of other unmatured obligations such Properties in the manner in which they currently are operated, subject to the exceptions set forth in clause (A) above; (C) the ground leases under which the applicable subsidiaries of the Operating Partnership lease the land on which certain Properties are located are in full force and are effect, and each of such subsidiaries is not in default in respect of any of the terms or provisions of such leases and neither the Operating Partnership nor any such subsidiary has not received notice of the assertion of any claim by anyone adverse to such subsidiaries' rights as lessees under such leases, or affecting or questioning such subsidiaries' right to the continued possession or use of the Property under such leases or of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsdefault under such leases; (D) all liens, charges, encumbrances, claims, or (z) do not materially affect the value restrictions on or affecting any of the properties Properties and the assets of the Company and its subsidiaries and do not interfere in Operating Partnership or any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under validdisclosed in the Prospectus, subsisting and enforceable leases, with such subject to the exceptions as are not material and do not interfere set forth in clause (A) above; (E) neither any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion subsidiary of the real property held Operating Partnership nor any tenant of any of the Properties is in default under any of the leases pursuant to which the Operating Partnership or leased by the Company and any of its subsidiaries, reflect as lessor, leases its Property (and the Operating Partnership does not know of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such leases) other than such defaults and unmatured events of default that would not result in all material respects the a Material Adverse Effect; (F) except for such rights of first refusal as may be contained in the Company agreements related to the Joint Venture Properties, no person has an option or right of first refusal to purchase all or part of any Property or any interest therein; (G) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Prospectus and except for such failures to comply that would not individually or in the aggregate result in a Material Adverse Effect; (H) there is in full force and effect insurance coverages for the assets of the Properties that are commercially reasonable for such types of assets, and neither the Operating Partnership nor any of its subsidiaries has received from any insurance company notice of any material defects or deficiencies affecting the insurability of any such assets (including the Properties); and (I) neither the Operating Partnership nor any of its subsidiaries has any knowledge of any pending or threatened condemnation proceedings, zoning change, or other similar proceeding or action that will in any manner affect the size of, use of, improvements on, construction on or access to explorethe Properties, develop except such proceedings or produce hydrocarbons from such real property actions as are disclosed in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring Prospectus or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that would not have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package, the Company (a) Neither Southport nor its Subsidiary owns any real property. Each of Southport and its subsidiaries have (i) Subsidiary has good and defensible valid title to, or a valid leasehold interest in or license or other right to use, all of the interests properties and assets, real and personal, tangible or intangible, that are and have been used in oil connection with their businesses, and gas all other properties underlying and assets reflected on the Company’s estimates Interim Balance Sheet or acquired after such date (excluding only those properties and assets that have been disposed of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themordinary course of business after such date), in each case free and clear of all liensLiens, encumbrances and defects except except: (a) such as are set forth on Schedule 2.18; and (xb) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for Taxes that are not due and payable or that may thereafter be paid without penalty; and (c) other imperfections of title or encumbrances, if any, that do not, individually or in the aggregate, (i) secure an obligation or claim (whether direct or contingent) in excess of $5,000 or (ii) materially impair the continued use and operation of the assets to which they relate in the conduct of the Business as presently conducted (the liens described in clauses (a), (b) and (c) above are referred to collectively as "Permitted Liens" and individually as a "Permitted Lien"). No Shareholder owns either directly or indirectly (except through such Shareholders' interest in Southport) any property used in the General Disclosure Package business of Southport and its Subsidiary. (b) Schedule 2.18 sets forth a complete and accurate schedule of all leased property as to which either Southport or its Subsidiary is a lessor or lessee or sublessor or sublessee, and sets forth for each such property, the address, the approximate size of the property, the names of the lessor and lessee, a description of the use of the property, the term of the lease, and the periodic lease payment. With respect to each lease listed on Schedule 2.18: (i) such lease is in full force and effect in accordance with its terms; (ii) all rents and other monetary amounts that have become due and payable thereunder have been paid; (iii) there exists no default (or an event which, with notice or lapse of time, or both, would constitute a default) under such lease; and (iv) the Acquisition will not constitute a default or a cause for termination or modification of such lease. (c) Westport Properties, Inc. ("Westport"), all of the capital stock of which is owned by the Shareholders, holds an option to purchase property owned by E & H Investments, Inc. which property is used by Southport as lessee pursuant to the terms of a lease identified on Schedule 2.18 (the "Option"). The Option is in full force and effect in accordance with its terms and there exists no default (or an event which, with notice or lapse of time, or both, would constitute a default) thereunder. The Acquisition will not constitute a default or cause for termination or modification of the Option. Westport owns a title insurance policy with respect to the Company’s revolving credit facilityproperty subject to the Option (the "Option Property Title Insurance"), a copy of which policy is included in Schedule 2.18. The Shareholders acknowledge that Purchaser may, but will not be obligated to, exercise the Option. (yd) are liens and encumbrances under operating agreementsNone of the Shareholders, unitization and pooling agreementsSouthport or its Subsidiary has a legal obligation, production sales contractsabsolute or contingent to any other person to sell or otherwise dispose of, farmout agreements and other oil and gas explorationor to refrain from selling or otherwise disposing of, participation and production agreements, in each case that secure payment any substantial part of amounts not yet due and payable for the performance its assets except pursuant to this Agreement; or to sell or dispose of other unmatured obligations and are any of a scope and nature customary its assets except in the oil ordinary course of business consistent with past practices. (e) Southport and gas industry or arise in connection with drilling its Subsidiary have previously delivered to Purchaser true, correct and production operations, or (z) do not materially affect the value complete copies of the properties Option and of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under validall leases on Schedule 2.18, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in including all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Packageamendments thereto, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled further amended or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatemodified.

Title to Property. Except as disclosed in (a) Section 3.20(a) of the General Disclosure Package, the Company and its subsidiaries have Schedule lists (i) good and defensible title to all of real property owned by Company or any Company Subsidiary (the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and “Owned Real Property”); (ii) all leases, subleases, licenses or other contracts (including all amendments, modifications, and supplements thereto) pursuant to which Company or any of its Subsidiaries lease land and/or buildings, together with the real property rights (including security deposits), benefits and appurtenances pertaining thereto and rights in respect thereof, including ground leases (the “Real Property Leases”) and (iii) all leases, subleases, licenses or other use agreements between Company or any of its Affiliates, as landlord, sublandlord or licensor, and third parties with respect to Owned Real Property or Leased Premises, as tenant, subtenant or licensee (“Tenant Leases”), in each case including all amendments, modifications, and supplements thereto, and all such documentation has been made available to Parent on or prior to the date hereof. (b) Except as would not be material to Company or its Subsidiaries, Company or one of its Subsidiaries (i) has good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themOwned Real Properties, in each case free and clear of all liensLiens of any nature whatsoever, encumbrances except (A) statutory Liens securing payments not yet due (or being contested in good faith and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityfor which adequate reserves have been established), (yB) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts Liens for real property Taxes not yet due and payable for the performance payable, (C) easements, rights of way, and other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (D) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties ((A) through (D) collectively, “Permitted Encumbrances”), and (ii) has good and marketable leasehold interests in all parcels of real property leased to Company pursuant to the Real Property Leases (the “Leased Premises”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in sole possession of the properties purported to be leased thereunder, subject and pursuant to the terms of the Real Property Leases. Since December 31, 2011, none of the Leased Premises or Owned Real Property has been taken by eminent domain (or, to Company’s Knowledge, is the subject of a pending or contemplated taking which has not been consummated). All of the land, buildings, structures, plants, facilities and other improvements leased or used by Company or any of its Subsidiaries in the conduct of Company’s or such Subsidiary’s business, other than those items that comprise part of the Owned Real Property, are included in the Leased Premises. (c) Except as set forth in Section 3.20(c) of the Disclosure Schedule, no Person other than Company and its subsidiaries and do not interfere Subsidiaries has (or will have, at Closing) (i) except with respect to any Owned Real Property that is classified under “Other real estate owned” on the Company’s Balance Sheet, any right in any material respect with of the Owned Real Property or any right to use made or proposed to be made of such properties by the Company or its subsidiaries; occupy any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the Owned Real Property or (ii) any right to use or occupy any portion of the Leased Premises. Except with respect to any Owned Real Property that is classified under “Other real property held or leased by estate owned” on the Company Company’s Balance Sheet, all buildings, structures, fixtures and its subsidiariesappurtenances comprising part of the Owned Real Property are in good operating condition and have been well maintained, reflect reasonable wear and tear excepted, and are in all material respects adequate and sufficient for the rights purposes to which they are used in the conduct of the Company’s and its Subsidiaries’ business. Company and its subsidiaries to explore, develop or produce hydrocarbons from such Subsidiaries do not use in their businesses any material real property other than the Owned Real Property and the Leased Premises. (d) Each of the Real Property Leases and each of the Tenant Leases is valid and binding on Company or its applicable Subsidiary and is in full force and effect, without amendment (other than as disclosed in Section 3.14(b) of the Disclosure Schedule) and there exists no default or event of default or event, occurrence, condition or act, with respect to Company or any of its Subsidiaries or, to the Knowledge of Company, with respect to the other parties thereto, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder, except where such event of default would not reasonably be expected to, individually or in the aggregate, be material to Company and its Subsidiaries, taken as a whole. (e) Company and its Subsidiaries have operated the Owned Real Property and the Leased Premises, and the continued operation of the Owned Real Property and the Leased Premises in the manner contemplated by the General Disclosure Packageit is used in Company’s and its Subsidiaries’ business will be, and the care taken by the in accordance in all material respects with all applicable Laws. (f) Except as would not be material to Company, (i) Company and its subsidiaries with respect Subsidiaries have good, valid and marketable title to acquiring or otherwise procuring such leases or other all of the material personal property interests was generally consistent with standard industry practices in the areas in which the of Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf Subsidiaries consisting of the trade fixtures, shelving, furniture, on-premises ATMs, equipment, security systems, safe deposit boxes (exclusive of contents), vaults, sign structures and supplies excluding any items consumed or disposed of, but including new items acquired, used or obtained in the ordinary course of the operation of the business of Company and its subsidiaries that have not yet been drilled Subsidiaries (“Personal Property”) and (ii) each of the material leases under which Company or included any of its Subsidiaries lease Personal Property is valid, and in a unit for drillingfull force and effect, without default thereunder by the lessee or, to the Knowledge of Company, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatelessor.

Title to Property. Except as disclosed in the General Disclosure PackagePackage and the Final Prospectus, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s and Viper’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the CompanyViper OpCo’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate.

Title to Property. Except (A) The Operating Partnership or a subsidiary thereof has good and marketable title (fee or, in the case of ground leases and as disclosed in the General Disclosure Package, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (iithe Prospectus, leasehold) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themeach Property, in each case free and clear of all mortgages, pledges, liens, claims, security interests, restrictions or encumbrances and defects of any kind, except such as (x1) are described in the General Disclosure Package with respect to and the Company’s revolving credit facilityProspectus or (2) do not, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary singly or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Property and do not materially interfere with the use made and proposed to be made of such Property by the Transaction Entities or any of their subsidiaries; (B) neither the Transaction Entities nor any of their subsidiaries owns any real property other than the Properties; (C) each of the ground leases and subleases of real property, if any, material to the business of the Transaction Entities and their subsidiaries, considered as one enterprise, and under which the Transaction Entities or any of their subsidiaries holds properties described in any the General Disclosure Package and the Prospectus, is in full force and effect, with such exceptions as are not material respect and do not materially interfere with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property by either of the Transaction Entities or any of their subsidiaries, and buildings held under lease by neither of the Company and its Transaction Entities nor any of their subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in has any notice of any material respect with the use made and proposed to be made claim of such property and buildings any sort that has been asserted by the Company any ground lessor or its subsidiaries; and the working interests derived from oil, gas and mineral leases sublessor under a ground lease or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects sublease threatening the rights of the Company and its Transaction Entities or any of their subsidiaries to explorethe continued possession of the leased or subleased premises under any such ground lease or sublease; (D) no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease; (E) each of the Properties complies with all applicable codes, develop or produce hydrocarbons from such real property laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the manner contemplated by Prospectus, and except for such failures to comply that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (F) except if and to the extent disclosed in the General Disclosure PackagePackage or the Prospectus, and the care taken by the Company and its subsidiaries with respect to acquiring no Transaction Entity has knowledge of any pending or otherwise procuring such leases threatened condemnation proceedings, zoning change or other property interests was generally consistent with standard industry practices in proceeding or action that will materially affect the areas in which the Company and its subsidiaries operate for acquiring use or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf value of any of the Company Properties; and its subsidiaries (G) the mortgages and deeds of trust that have encumber the Properties are not yet been drilled convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance cross-collateralized with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateany property other than other Properties.

Title to Property. (a) Schedule 3.07 sets forth a list of all real property owned in fee by MGI and/or the Subsidiaries (individually, an "Owned Property" and, collectively, the "Owned Properties"). Except as disclosed in the General Disclosure Packageset forth on Schedule 3.07, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) either MGI and/or a Subsidiary has good and marketable fee title to all each Owned Property, including the buildings, structures and other real and personal property reflected in the General Disclosure Package as assets owned by themimprovements located thereon, in each case free and clear of all mortgages, liens, claims, charges, security interests, easements, restrictive covenants, rights-of-way, leases, purchase agreements, options and other encumbrances and defects agreements ("Liens"), except such as for (xi) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements Liens for taxes and other oil and gas explorationgovernmental charges, participation and production agreements, in each case that secure payment of amounts assessments or fees which are not yet due and payable and (ii) imperfections of title which, individually or in the aggregate, do not materially detract from the value of or materially interfere with the present use of any of the Owned Properties (collectively, "Permitted Liens"). There are no condemnations or eminent domain (which term, as used herein, shall include all compulsory acquisitions or takings by Governmental Authorities) proceedings pending or, to the knowledge of MGI and/or the Subsidiaries, threatened against any Owned Property or any material portion thereof. Neither MGI nor the Subsidiaries has received any notice from any city, village or other Governmental Authority of any zoning, ordinance, land use, building, fire or health code or other legal Violation in respect of any Owned Property, other than violations which have been corrected. There are no material structural defects or material defects in the heating, ventilation, air-conditioning, mechanical and electrical systems and roofs relating to any of the improvements at any of the other Owned Properties. (b) Schedule 3.07 lists all the real property (including all land and buildings) which is leased by MGI and/or any Subsidiaries as lessee or sublessee (the "Leased Real Estate"). Except as set forth on Schedule 3.07, either MGI and/or a Subsidiary has good and marketable leasehold title to the land underlying each parcel of Lease Real Estate, good and marketable fee or leasehold title to the buildings, structures and other improvements located thereon, in each case free and clear of (i) all Liens, except for Permitted Liens, and (ii) any right of the performance of other unmatured obligations and are landlord for each such parcel (a "Landlord") to terminate the lease for each such parcel in the absence of a scope default of the tenant thereunder. With respect to those parcels of Leased Real Estate in respect of which a landlord has such right of termination, a copy of the lease provision giving rise to such right is included in Schedule 3.07. MGI has delivered or caused to be delivered to Parent and nature customary Acquisition accurate copies of all of the written leases and subleases, and any and all amendments and modifications thereto, which MGI or any of the Subsidiaries is a party. All such leases, subleases and amendments, and the Leased Real Estate which each covers, are listed in Schedule 3.07. Neither MGI nor any of the Subsidiaries has received written notice of condemnation or eminent domain proceedings pending or threatened against any Leased Real Estate. Neither MGI nor any of the Subsidiaries has received any notice from any city, village or other Governmental Authority of any zoning, ordinance, building, fire or health code or other legal Violation in respect of any Leased Real Estate, other than violations which have been corrected. There are no material structural defects or material defects in the oil heating, ventilation, air-conditioning, mechanical and gas industry electrical systems and roofs relating to any Leased Real Estate. Except as set forth on Schedule 3.07: (i) each of the leases or arise subleases relating to the Leased Real Estate (each, a "Lease" and collectively, the "Leases") is in connection full force and effect and, to the knowledge of MGI, valid and binding on the lessor or sublessor and enforceable in accordance with drilling its terms; (ii) no amount payable under any Lease is past due; (iii) neither MGI nor any Subsidiary has received any written notice (A) of a default (which has not been cured), offset or counterclaim under any Lease, or any other communication calling upon MGI and/or the applicable Subsidiary to comply with any provision of any Lease or asserting noncompliance, or asserting MGI and/or the applicable Subsidiary has waived or altered its rights thereunder, and production operationsno event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any Lease on the part of MGI and/or the Subsidiaries or any other party thereto, or (zB) do not materially affect of any action against any party under any Lease which if adversely determined would result in such Lease being terminated or modified in a manner adverse to MGI and/or the value of the properties of the Company and applicable Subsidiary; (iv) neither MGI nor any Subsidiary has assigned, mortgaged, pledged or otherwise encumbered its subsidiaries and do not interfere in interest, if any, under any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesLease; and (v) MGI and/or the working interests derived from oilapplicable Subsidiary has exercised within the time prescribed in each Lease any option provided therein to extend or renew the term thereof. (c) The Owned Properties and the Leased Real Estate constitute, gas and mineral leases or mineral interests that constitute a portion in the aggregate, all of the real property held or leased by used to conduct the Company and its subsidiaries, reflect in all material respects the rights business of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property MGI in the manner contemplated in which such business was conducted during the 12-month period ended December 23, 1997 and since such time. Except as set forth in Schedule 3.07, no consent is required of any party to any of the Leases by virtue of the General Disclosure PackageMerger, and the care taken Merger will not result in the termination of any Lease. None of the Leased Real Estate is owned, in whole or in part, by any director, officer or stockholder of MGI or any of the Company Subsidiaries, by any affiliate thereof or by any entity created for the benefit of any family member(s) of any of the foregoing persons. (d) Except as disclosed on Schedule 3.07, MGI and/or the Subsidiaries has good and valid title to all tangible personal property which it owns or uses in the operation of its subsidiaries business, including all such tangible personal property reflected in the Last Balance Sheet as owned by MGI and/or the Subsidiaries, except for such tangible personal property disposed of to third parties since the date of the Last Balance Sheet in the ordinary course of business and consistent with respect to acquiring or otherwise procuring such leases past practices, in each case free and clear of all Liens, except (i) mechanics', materialmen's, carriers', workmen's, warehousemen's, repairmen's, landlord's or other like Liens securing obligations that are not delinquent; (ii) Liens for taxes and other governmental charges which are not due and payable or which may be paid without penalty; (iii) purchase money liens securing the purchase price of the related personal property interests was generally consistent with standard industry practices listed as purchase money liens on Schedule 3.07; and (iv) other Liens, if any, set forth in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbonsSchedule 3.07. With respect to interests those Liens which are mortgages or deeds of trust, MGI has delivered, or caused to be delivered, to Parent accurate copies of such mortgages and deeds of trust, and any and all amendments and modifications thereto. All such documents, and the Owned Properties and Leased Real Estate which each encumbers, are listed on Schedule 3.07. Except as set forth in oil and gas properties obtained Schedule 3.07, no consent is required of any Mortgage Lender (as hereinafter defined) by virtue of any "change of control" provisions in any pertinent agreement or on behalf document. Except as set forth in Schedule 3.07, none of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice tangible personal property which is used in the oil and gas industry business by MGI is leased by MGI. The tangible personal property owned or used in the areas operation of the business of MGI is in good working order, reasonable wear and tear excepted, and is suitable for the use for which it is intended in all material respects. (e) The tangible personal property of MGI which is currently owned or leased by it is, in the aggregate, all of the tangible personal property used to conduct such business in the manner in which such business was conducted during the Company 12-month period ended December 23, 1997 and its subsidiaries operatesince such time there have been no changes in such property, except for additions thereto and deletions therefrom in the ordinary course of business and consistent with past practice which could not reasonably be expected to have a MGI Material Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package, (a) All real property and vessels owned by the Company and its subsidiaries Subsidiaries (including improvements and fixtures thereon, easements and rights of way) are shown or reflected on the balance sheet of the Company included in the Audited Financial Statements and are listed on Schedule 2.14(a) hereto. Except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company, and except for vessels that are either undergoing or are en route to a location for refurbishment, repair or maintenance, with respect to each vessel owned or operated by the Company and/or one of its Subsidiaries, such vessels are in satisfactory operating condition for the purpose and in the waters in which such vessels are working as of the date of this Agreement or, if not working on the date or this Agreement, for the purpose and in the waters where it performed its most recently completed customer work. (b) The Company and/or one of its Subsidiaries has good, valid and marketable fee simple title to the real property identified on Schedule 2.14(a) as being owned by such entity, subject to Permitted Liens, and except as set forth in the Audited Financial Statements, Permitted Liens or as identified on Schedule 2.14(b) hereto, all of such owned real property is held free and clear of (i) good all leases, licenses and defensible title other rights to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package occupy or use such real property and (ii) all Liens, rights of way, easements, restrictions, exceptions, variances, reservations, covenants or other title defects or limitations of any kind. Schedule 2.14(b) hereto also contains a list of all options or other contracts under which the Company and its Subsidiaries have a right to acquire or the obligation to sell any interest in real property. (c) Except as otherwise disclosed on Schedule 2.14(c), all leases of real property held by the Company and its Subsidiaries (“Real Property Leases”), and all material personal property and other material property and assets of the Company and its Subsidiaries owned, used or held for use in connection with the business of the Company and its Subsidiaries (the “Personal Property”) are shown or reflected on the balance sheet included in the Audited Financial Statements, to the extent required by U.S. GAAP, as of the dates of such Audited Financial Statements, other than those entered into or acquired on or after the date of the Audited Financial Statements in the ordinary course of business. Schedule 2.14(c) hereto contains a list of all Real Property Leases and material Personal Property held by the Company and its Subsidiaries (other than leases of vehicles (including vessels), office equipment, or operating equipment made in the ordinary course of business). The Company and its Subsidiaries have good and marketable title to the material Personal Property owned respectively by each such entity, and all other real and personal property reflected in the General Disclosure Package as assets owned by them, such material Personal Property is in each case held free and clear of all liensLiens, encumbrances except for Permitted Liens and defects except such as (x) are described Liens disclosed in the General Disclosure Package Audited Financial Statements or in Schedule 2.14(c) hereto, none of which Liens is reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries. (d) All Real Property Leases and leases pursuant to which the Company and/or its Subsidiaries lease from others Personal Property are valid and effective in accordance with respect their respective terms, and there is not, under any of such leases, any existing material default or event of default of the Company or its Subsidiaries or, to the Company’s revolving credit facilityknowledge, any other party (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment or any event which with notice or lapse of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationstime, or (z) do both, would constitute a material default), except where the lack of such validity and effectiveness or the existence of such default or event of default could not materially affect the value of the properties of reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateSubsidiaries.

Title to Property. Except as disclosed in the General Disclosure Package(1) The Transaction Entities hold, the Company and its subsidiaries have (i) directly or indirectly through their respective Subsidiaries, good and defensible marketable fee simple title to all of the interests real property described in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in Registration Statement, the General Disclosure Package and the Prospectus and the improvements (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets exclusive of improvements owned by themtenants, if applicable) located thereon (individually, a “Property” and collectively, the “Properties”), in each case case, free and clear of all mortgages, pledges, liens, encumbrances encumbrances, claims, security interests, restrictions and defects of any kind, except such as (x) are described disclosed in the Registration Statement, the General Disclosure Package with respect to and the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsProspectus, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Properties as a whole and do not materially interfere in any material respect with the use made or and proposed to be made of such properties Properties by the Company Transaction Entities or its subsidiariesany of their Subsidiaries; (2) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither of the Transaction Entities nor any other of their respective Subsidiaries owns any real property other than the Properties; (3) except as set forth in the Registration Statement, the General Disclosure Package and buildings held under lease by the Company and its subsidiaries are held by them under validProspectus, subsisting and enforceable leases, with such exceptions as the mortgages or deeds of trust that encumber certain of the Properties are not material convertible into debt or equity securities of the Transaction Entities or their respective Subsidiaries and do such mortgages and deeds of trust are not cross-defaulted with any loan not made to, or cross-collateralized to any property not owned directly or indirectly by, the Transaction Entities or their respective Subsidiaries; (4) each of the Properties complies with all applicable codes, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except as would not individually or in the aggregate reasonably be expected to materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of such property and buildings the Properties by the Company or its subsidiariesTransaction Entities; (5) except as set forth in the Registration Statement, the General Disclosure Package and the working interests derived from oilProspectus, gas and mineral leases or mineral interests that constitute a portion neither of the Transaction Entities nor their respective Subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof which if consummated would reasonably be expected to have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken as a whole, and none of the Transaction Entities and their respective Subsidiaries know of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business; (6) no third party has an option or a right of first refusal to purchase any Property or any portion thereof or direct interest therein, except as such is set forth in the Registration Statement, the General Disclosure Package and the Prospectus; (7) each of the Transaction Entities or one of its respective Subsidiaries has obtained an owner’s title insurance policy, from a title insurance company licensed to issue such policy, on each Property that insures the Transaction Entities’ or the respective Subsidiary’s fee interest in such Property; (8) each of the ground leases and subleases of real property, if any, material to the business of the Transaction Entities and the Subsidiaries, and under which the Transaction Entities or any of their Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, is in full force and effect, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property held by either of the Transaction Entities or leased any of their Subsidiaries, and neither of the Transaction Entities nor any of their Subsidiaries has any notice of any material claim of any sort that has been asserted by the Company and its subsidiaries, reflect in all material respects any ground lessor or sublessor under a ground lease or sublease threatening the rights of the Company Transaction Entities or any of their Subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; and its subsidiaries (9) all liens, charges, encumbrances, claims or restrictions on any Property and the assets of a Transaction Entity or any of their Subsidiaries that are required to explore, develop or produce hydrocarbons from such real property be disclosed in the manner contemplated by Registration Statement, the General Disclosure Package, Package and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateProspectus are disclosed therein.

Title to Property. Except as disclosed in the General Disclosure Package, the (a) The Company and its subsidiaries Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good good, valid and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case them free and clear of all liensLiens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts Liens for current Taxes not yet due and payable for the performance of and other unmatured obligations and are of a scope and nature customary standard exceptions commonly found in title policies in the oil jurisdiction where such real property is located, and gas industry or arise in connection with drilling such encumbrances and production operationsimperfections of title, or (z) if any, as do not materially affect detract from the value of the properties and do not materially interfere with the present or proposed use of such properties or otherwise materially impair such operations. All real property and fixtures used in or relevant to the business, operations or financial condition of the Company and its subsidiaries Subsidiaries are in good condition and do repair except as would not interfere reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have good, valid and marketable title to all tangible personal property owned by them, free and clear of all Liens (other than Liens (i) for Taxes, assessments and similar charges not yet due or being contested in good faith and (ii) mechanics, materialman’s, carrier’s, repairer’s and other similar Liens arising in the ordinary course of business), except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) All leases of real property and all other leases material to the Company and its Subsidiaries under which the Company or a Subsidiary, as lessee, leases personal property are valid and binding in accordance with their respective terms, and there is not under any such lease any material respect with the use made or proposed to be made of such properties existing default by the Company or its subsidiaries; such Subsidiary or, to the knowledge of the Company, any other real property and buildings held under lease by party thereto, or any event which with notice or lapse of time or both would constitute such a default, and, in the Company and its subsidiaries are held by them under validcase of leased premises, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and such Subsidiary quietly enjoys the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion use of the real property held premises provided for in such lease, except in any such case as would not reasonably be expected to have, individually or leased by in the Company and its subsidiariesaggregate, reflect in all material respects a Material Adverse Effect on the rights Company. Section 4.17(c) of the Company Disclosure Letter sets forth a true, correct and its subsidiaries to explore, develop or produce hydrocarbons from such complete list of all material leases of real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in under which the Company and or any of its subsidiaries operate for acquiring Subsidiaries leases any real property or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil real property, identifying the owner and gas properties obtained by or on behalf address thereof. The Company has made available to Acquiror true, correct and complete copies of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out each such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatematerial lease of real property.

Title to Property. Except Seller and its applicable Subsidiaries have transferred, and at or prior to the Closing will transfer, to the Transferred Companies, as disclosed in the General Disclosure Packageapplicable, good and valid title to, or a valid and binding leasehold interest in, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal tangible property reflected included in or with the General Disclosure Package as assets owned by themtangible Transferred Assets that they own or lease having a value in excess of $100,000 (or which are otherwise material to the Transferred Business), in each case free and clear of all liensEncumbrances, encumbrances and defects except such as (xa) are described Encumbrances specifically reflected or specifically reserved against in the General Disclosure Package with respect to the Company’s revolving credit facilityNewco Financial Statements, (yb) are liens mechanics’, materialmen’s, warehousemen’s, carriers’, workers’, repairmen’s or other similar common law or statutory Encumbrances arising or incurred in the Ordinary Course and encumbrances under operating agreementswhich would not materially impair the use, unitization and pooling agreementsoperation or value of any material assets included in the Transferred Business, production sales contracts(c) Encumbrances for Taxes, farmout agreements assessments and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts governmental charges not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings for the performance of other unmatured obligations which reserves have been maintained in accordance with GAAP, (d) liens arising under original purchase price conditional sales contracts and are of a scope and nature customary equipment leases with third parties entered into in the oil and gas industry or arise in connection with drilling and production operationsOrdinary Course, or (ze) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases real property, (i) Easements, licenses, covenants or other property interests was generally consistent with standard industry practices similar restrictions, including any other agreements, conditions or restrictions, (ii) Encumbrances arising pursuant to the terms of any Transferred Real Property Lease, (iii) zoning, building, subdivision or other similar requirements or restrictions and (iv) Encumbrances arising pursuant to the terms of any leases, subleases and licenses, (f) non-exclusive licenses granted in the areas in which Ordinary Course and (g) the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or Encumbrances set forth on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingSeller Schedule 4.19 (collectively, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate“Permitted Encumbrances”).

Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have Each Borrower has (i) good valid leasehold interests in all of the real property it occupies as a tenant, (all such real property as of the date hereof is set forth on Schedule 6.16) and defensible (ii) good, marketable and exclusive title to all of the interests other Property it purports to own (including without limitation, all real and personal Property), other than, with respect to Property described in oil and gas clause (ii) above, properties underlying the Company’s estimates disposed of its net proved reserves contained in the General Disclosure Package ordinary course of business or as set forth on Schedule 6.16, and in each case of (i) and (ii) good above, subject to no claims, options, rights or interests of any other Person. Each Borrower enjoys peaceful and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear undisturbed possession of all liensits real property, encumbrances and defects except as of the date hereof there is no pending or, to the best of its knowledge, threatened condemnation proceeding relating to any such as (x) are described in the General Disclosure Package real property. The leases with respect to the Company’s revolving credit facilityleased property, (y) together with any leases of real property entered into by each Borrower after the date hereof, are liens and encumbrances referred to collectively as the “Leases”. None of the Leases contains provisions which have or could reasonably be expected to have a Material Adverse Effect. As of the date hereof, no material default exists under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements any Lease. All of the Structures and other oil tangible assets owned, leased or used by Borrowers in the conduct of their business are (a) insured to the extent and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature manner customary in the oil industry in which Borrowers are engaged, (b) structurally sound with no known defects which have or could reasonably be expected to have a Material Adverse Effect, (c) in good operating condition and gas industry repair, subject to ordinary wear and tear, (d) not in need of maintenance or arise in connection with drilling repair except for ordinary, routine maintenance and production operationsrepair the cost of which is immaterial, or and (ze) do not materially affect sufficient for the value operation of the properties businesses of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions Borrowers as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatecurrently conducted.

Title to Property. Except as disclosed in the General Disclosure Package, the (a) The Company and its subsidiaries Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good good, valid and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case them free and clear of all liensLiens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts Liens for current Taxes not yet due and payable for the performance of and other unmatured obligations and are of a scope and nature customary standard exceptions commonly found in title policies in the oil jurisdiction where such real property is located, and gas industry or arise in connection with drilling such encumbrances and production operationsimperfections of title, or (z) if any, as do not materially affect detract from the value of the properties and do not materially interfere with the present or proposed use of such properties or otherwise materially impair such operations. All real property and fixtures used in or relevant to the business, operations or financial condition of the Company and its subsidiaries Subsidiaries are in good condition and do repair except as would not interfere reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have good, valid and marketable title to all tangible personal property owned by them, free and clear of all Liens (other than Liens (i) for Taxes, assessments and similar charges not yet due or being contested in good faith and (ii) mechanics, materialman’s, carrier’s, repairer’s and other similar Liens arising in the ordinary course of business), except, in the case of (i) and (ii), as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) All leases of real property and all other leases material to the Company and its Subsidiaries under which the Company or a Subsidiary, as lessee, leases personal property are valid and binding in accordance with their respective terms, and there is not under any such lease any material respect with the use made or proposed to be made of such properties existing default by the Company or its subsidiaries; such Subsidiary or, to the knowledge of the Company, any other real property and buildings held under lease by party thereto, or any event which with notice or lapse of time or both would constitute such a default, and, in the Company and its subsidiaries are held by them under validcase of leased premises, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and such Subsidiary quietly enjoys the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion use of the real property held premises provided for in such lease, except in any such case as would not reasonably be expected to have, individually or leased by in the Company and its subsidiariesaggregate, reflect in all material respects a Material Adverse Effect on the rights Company. Section 4.15(c) of the Company Disclosure Letter sets forth a true, correct and its subsidiaries to explore, develop or produce hydrocarbons from such complete list of all material leases of real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in under which the Company and or any of its subsidiaries operate for acquiring Subsidiaries leases any real property or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil real property, identifying the lessor and gas properties obtained by or on behalf address thereof. The Company has made available to Acquiror true, correct and complete copies of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out each such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatematerial lease of real property.

Title to Property. Except as disclosed in (1) Upon consummation of the General Disclosure PackageContribution Transactions, the Company Transaction Entities will hold, directly or indirectly through their respective Subsidiaries and its subsidiaries have (i) Joint Ventures, good and defensible marketable fee simple title to all of the interests real property described in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in Registration Statement, the General Disclosure Package and the Prospectus and the improvements (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets exclusive of improvements owned by themtenants, if applicable) located thereon (individually, a “Property” and collectively, the “Properties”), in each case case, free and clear of all liens, encumbrances encumbrances, claims, security interests, restrictions and defects defects, except such as (x) are described disclosed in the Registration Statement, the General Disclosure Package with respect to and the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsProspectus, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Properties as a whole and do not materially interfere in any material respect with the use made or and proposed to be made of such properties Properties as a whole by the Company Company; (2) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Transaction Entities or its subsidiaries; any other of their respective Subsidiaries owns any real property other than the Properties; (3) except as set forth in the Registration Statement, the General Disclosure Package and buildings held under lease by the Company and its subsidiaries are held by them under validProspectus, subsisting and enforceable leases, with such exceptions as the mortgages or deeds of trust that encumber certain of the Properties are not material convertible into debt or equity securities of the Transaction Entities and do their respective Subsidiaries and such mortgages and deeds of trust are not cross-defaulted with any loan not made to, or cross-collateralized to any property not owned directly or indirectly by, the Transaction Entities or their respective Subsidiaries; (4) each of the Properties complies with all applicable codes, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except as would not individually or in the aggregate materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of such property and buildings the Properties by the Company or its subsidiariesTransaction Entities; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property (5) except as set forth in the manner contemplated by Registration Statement, the General Disclosure PackagePackage and the Prospectus, neither of the Transaction Entities nor their respective Subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof which if consummated would reasonably be expected to have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken as a whole, and none of the care Transaction Entities and their respective Subsidiaries know of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken by the Company and its subsidiaries with respect to acquiring as a whole, whether or otherwise procuring such leases or other property interests was generally consistent with standard industry practices not arising from transactions in the areas ordinary course of business; (6) no third party has an option or a right of first refusal to purchase any Property or any portion thereof or direct interest therein, except as such is set forth in which the Company Registration Statement, the General Disclosure Package and its subsidiaries operate for acquiring or procuring leases the Prospectus; and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf (7) each of the Company and Transaction Entities or one of its subsidiaries respective Subsidiaries or a Joint Venture has obtained an owner’s title insurance policy, from a title insurance company licensed to issue such policy, on each Property that have not yet been drilled or included in a unit for drillinginsures the Transaction Entities’, the Company and its subsidiaries have carried out respective Subsidiary’s or the Joint Ventures’ fee interest in such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateProperty.

Title to Property. Except as disclosed in the General Disclosure Package, the (a) The Company and its subsidiaries Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good good, valid and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case them free and clear of all liensLiens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts Liens for current Taxes not yet due and payable for the performance of and other unmatured obligations and are of a scope and nature customary standard exceptions commonly found in title policies in the oil jurisdiction where such real property is located, and gas industry or arise in connection with drilling such encumbrances and production operationsimperfections of title, or (z) if any, as do not materially affect detract from the value of the properties and do not materially interfere with the present or proposed use of such properties or otherwise materially impair such operations. All real property and fixtures used in or relevant to the business, operations or financial condition of the Company and its subsidiaries Subsidiaries are in good condition and do repair except as would not interfere reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The Company and its Subsidiaries have good, valid and marketable title to all tangible personal property owned by them, free and clear of all Liens (other than Liens (i) for Taxes, assessments and similar charges not yet due or being contested in good faith and (ii) mechanics, materialman’s, carrier’s, repairer’s and other similar Liens arising in the ordinary course of business), except, in the case of (i) and (ii), as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) All leases of real property and all other leases material to the Company and its Subsidiaries under which the Company or a Subsidiary, as lessee, leases personal property are valid and binding in accordance with their respective terms, and there is not under any such lease any material respect with the use made or proposed to be made of such properties existing default by the Company or its subsidiaries; such Subsidiary or, to the knowledge of the Company, any other real property and buildings held under lease by party thereto, or any event which with notice or lapse of time or both would constitute such a default, and, in the Company and its subsidiaries are held by them under validcase of leased premises, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and such Subsidiary quietly enjoys the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion use of the real property held premises provided for in such lease, except in any such case as would not reasonably be expected to have, individually or leased by in the Company and its subsidiariesaggregate, reflect in all material respects a Material Adverse Effect on the rights Company. Section 4.16(c) of the Company Disclosure Letter sets forth a true, correct and its subsidiaries to explore, develop or produce hydrocarbons from such complete list of all material leases of real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in under which the Company and or any of its subsidiaries operate for acquiring Subsidiaries leases any real property or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil real property, identifying the lessor and gas properties obtained by or on behalf address thereof. The Company has made available to Acquiror true, correct and complete copies of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out each such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatematerial lease of real property.

Title to Property. Except as disclosed described in the General Disclosure PackageRegistration Statement, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Pricing Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themProspectus, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries has (i) satisfactory or good and do not interfere in any material respect with the use made or proposed defensible title to be made substantially all of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in its oil and gas properties obtained properties, title investigations having been carried out by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations person in accordance with the reasonable practice standards generally accepted in the oil and gas industry in the areas in which the Company and its subsidiaries, as applicable, operate, (ii) good and defensible title to all other real property and other material properties and assets owned by such party, and (iii) valid, subsisting and enforceable leases for all of the properties and assets, real or personal, leased by them, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, in each case, free and clear of all mortgages, pledges, liens, security interests, restrictions, encumbrances or charges of any kind except such as (A) are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (B) would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except for matters that would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, all of the leases and subleases of the Company and its subsidiaries, considered as one enterprise, and under which the Company and its subsidiaries operatehold properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect, and none of the Company and its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. (a) Section 3.20(a) of the Company Disclosure Schedules lists (i) all real property, including other real estate owned (“OREO”), owned by the Company or any Company Subsidiary (the “Owned Real Property”), (ii) all leases, subleases, licenses or other Contracts (including all amendments, modifications, and supplements thereto) pursuant to which the Company or any of its Subsidiaries lease land and/or buildings, together with the real property rights (including security deposits), benefits and appurtenances pertaining thereto and rights in respect thereof, including ground leases (the “Real Property Leases”) and (iii) all leases, subleases, licenses or other use agreements between the Company or any of its Affiliates, as landlord, sublandlord or licensor, and third parties with respect to Owned Real Property or Leased Premises, as tenant, subtenant or licensee (“Tenant Leases”), in each case including all amendments, modifications and supplements thereto, and all such Real Property Leases and Tenant Leases have been made available to Parent on or prior to the date hereof. (b) Except as disclosed in would not be material to the General Disclosure PackageCompany or its Subsidiaries, the Company and or one of its subsidiaries have Subsidiaries (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) has good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themOwned Real Properties, in each case free and clear of all liensLiens of any nature whatsoever, encumbrances except (A) statutory Liens securing payments not yet due (or being contested in good faith and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityfor which adequate reserves have been established), (yB) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts Liens for real property Taxes not yet due and payable for the performance payable, (C) easements, rights of way, and other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (D) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (A) through (D) collectively, “Permitted Encumbrances”), and (ii) has good and marketable leasehold interests in all parcels of real property leased to the Company pursuant to the Real Property Leases (the “Leased Premises”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in sole possession of the properties purported to be leased thereunder, subject and pursuant to the terms of the Real Property Leases. Since the Balance Sheet Date, none of the Leased Premises or Owned Real Property has been taken by eminent domain (or, to the Knowledge of the Company, is the subject of a pending or contemplated taking which has not been consummated). All of the land, buildings, structures, plants, facilities and other improvements leased or used by the Company or any of its Subsidiaries in the conduct of the Company’s or such Subsidiary’s business, other than those items that comprise part of the Owned Real Property, are included in the Leased Premises. (c) Except as set forth in Section 3.20(c) of the Company Disclosure Schedules, no Person other than the Company and its Subsidiaries has (or will have, at Closing) (i) except with respect to any OREO on the Company Balance Sheet, any right in any of the Owned Real Property or any right to use or occupy any portion of the Owned Real Property or (ii) any right to use or occupy any portion of the Leased Premises. Except with respect to any OREO on the Company Balance Sheet, all buildings, structures, fixtures and appurtenances comprising part of the Owned Real Property are in good operating condition and have been well maintained, reasonable wear and tear excepted, and are in all material respects adequate and sufficient for the current purposes to which they are used in the conduct of the Company’s and its Subsidiaries’ business. The Company and its Subsidiaries do not use in their businesses any material real property other than the Owned Real Property and the Leased Premises. (d) Other than as disclosed in Section 3.20(d) of the Company Disclosure Schedules, each of the Real Property Leases and each of the Tenant Leases is valid and binding on the Company or its applicable Subsidiary and is in full force and effect, without amendment, and there exists no default or event of default or event, occurrence, condition or act, with respect to the Company or any of its Subsidiaries or, to the Knowledge of the Company, with respect to the other parties thereto, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder, except where such event of default would not reasonably be expected to, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. (e) The Company and its Subsidiaries have operated the Owned Real Property and the Leased Premises, and the continued operation of the Owned Real Property and the Leased Premises in the manner that it is used by the Company and its Subsidiaries will be, in accordance in all material respects with all applicable Laws. (f) Except as would not be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries have good, valid and marketable title to all of the personal property of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion Subsidiaries consisting of the real property held trade fixtures, shelving, furniture, on-premises ATMs, equipment, security systems, safe deposit boxes (exclusive of contents), vaults, sign structures and supplies excluding any items consumed or leased by disposed of, but including new items acquired, used or obtained in the Company and its subsidiaries, reflect in all material respects ordinary course of the rights operation of the business of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in Subsidiaries (“Personal Property”) and (ii) each of the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in under which the Company or any of its Subsidiaries lease Personal Property is valid, and its subsidiaries operate for acquiring or procuring leases in full force and interests therein effect, without default thereunder by the lessee or, to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf the Knowledge of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingCompany, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatelessor.

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all real properties and transferable title to all other real properties and personal property assets, tangible or intangible, owned by them as reflected in the General Disclosure Package as assets owned by themmost recent balance sheet included in the most recent Company Report filed with the SEC or otherwise that are material to the operation of their businesses, in each case free from Liens (other than (i) Liens for current taxes and clear of all liensassessments not yet past due or being contested in good faith, encumbrances (ii) inchoate Liens for construction in progress, (iii) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s and defects except such as (x) are described carriers’ Liens arising in the General Disclosure Package ordinary course of business of the Company or such Subsidiary consistent with past practice for sums not yet delinquent or being contested in good faith by appropriate proceedings and (iv) Liens with respect to tenant personal property, fixtures and/or leasehold improvements at the Company’s revolving credit facility, (y) are liens and encumbrances subject premises arising under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case state statutes and/or principles of common law that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere would impair in any material respect the value thereof or interfere with the use made or proposed to be made thereof by them in any material respect. The Company and its Subsidiaries own, lease or otherwise have valid easement rights to use all properties as are necessary to their operations as now conducted. The Company and its Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them in any material respect. None of such the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in default in any material respect under any lease described in the immediately preceding sentence. There are no condemnation or eminent domain proceedings pending or, to the Knowledge of the Company, threatened, with respect to any of the real properties owned or, to the Company’s Knowledge, any of the real properties leased, by the Company or any of its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made Subsidiaries. None of such property and buildings by the Company or any of its subsidiaries; and Subsidiaries has, within the working interests derived from oillast three (3) years, gas and mineral leases made any material title claims, or mineral interests that constitute a portion has outstanding any material title claims, under any policy of the title insurance respecting any parcel of real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateproperty.

Title to Property. Except as disclosed Subject to the qualifications set forth in the General Disclosure PackageRegistration Statement, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Prospectus, including, but not limited to, the qualifications set forth under the caption “Business—Title to Properties and Permits,” at the Closing Date and each Option Closing Date, if any, after giving effect to the Pre-Closing Transactions, the QEP Entities will have good and marketable title in fee simple to all real property (iiexclusive of rights-of-way, as hereinafter defined) owned by any of them (if any) and good and marketable title to all other real properties and personal property reflected in the General Disclosure Package as assets owned by any of them, in each case case, free and clear of all liens, encumbrances and defects Liens except such as (xa) are described in the Registration Statement, the General Disclosure Package with respect and the Prospectus, (b) are created or arise under the New Credit Facility or (c) are not, individually or in the aggregate, material to the Company’s revolving credit facilityQEP Entities taken as a whole, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary required to be disclosed in the oil and gas industry Registration Statement, the Pre-Pricing Prospectus or arise the Prospectus, do not, individually or in connection with drilling and production operationsthe aggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property by the QEP Entities; after giving effect to the Pre-Closing Transactions, all real property, buildings and other improvements, and equipment and other property, and all equipment and other property, that will be held under lease or sublease by the QEP Entities will be held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property, buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Company or its subsidiariesQEP Entities, and all such leases and subleases are in full force and effect; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion none of the real property held or leased QEP Entities has received any notice of any claim of any sort that has been asserted by the Company and its subsidiaries, reflect in all material respects anyone adverse to the rights of the Company and its subsidiaries QEP Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the QEP Entities to explorethe continued possession of the leased or subleased premises, develop or produce hydrocarbons from to the continued use of the leased or subleased equipment or other property, except for such real property claims which, if successfully asserted against the QEP Entities, would not, individually or in the manner contemplated by the General Disclosure Packageaggregate, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure PackagePackage and the Final Prospectus, the Company and its subsidiaries Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Final Prospectus and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package and the Final Prospectus as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (xw) are described in the General Disclosure Package with respect to and the Company’s revolving credit facilityFinal Prospectus, (yx) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (zy) do not materially affect the value of the properties of the Company and its subsidiaries Subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiariesSubsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesSubsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, Subsidiaries reflect in all material respects the rights of the Company and its subsidiaries Subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure PackagePackage and the Final Prospectus, and the care taken by the Company and its subsidiaries Subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries Subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries Subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries Subsidiaries have carried out such title investigations in accordance with the reasonable customary practice in the oil and gas industry in the areas in which the Company and its subsidiaries Subsidiaries operate.

Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) Acquiror has good and marketable title to all other of its properties, interests in properties and assets, real and personal property personal, reflected in the General Disclosure Package as Acquiror Balance Sheet or acquired after the Acquiror Balance Sheet Date (except properties, interests in properties and assets owned by themsold or otherwise disposed of since the Acquiror Balance Sheet Date in the ordinary course of business), in each case or with respect to leased properties and assets, valid leasehold interests therein, free and clear of all mortgages, liens, pledges, charges or encumbrances and defects of any kind or character, except such as (xa) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment lien of amounts current taxes not yet due and payable for the performance payable; (b) such imperfections of other unmatured obligations title, liens and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) easements as do not and will not materially affect detract from or interfere with the value use of the properties of subject thereto or affected thereby, or otherwise materially impair business operations involving such properties; (c) liens securing debt that is reflected on the Company Acquiror Balance Sheet; and its subsidiaries and do not interfere (d) such other mortgages, liens, pledges, charges or encumbrances as could not, individually or in any material respect with the use made or proposed aggregate, reasonably be expected to be made of such properties by the Company or its subsidiaries; any other real have a Material Adverse Effect on Acquiror. The plants, property and buildings held under lease by equipment of Acquiror that are used in the Company and its subsidiaries operations of Acquiror's business are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company in good operating condition and its subsidiaries repair, subject to explore, develop or produce hydrocarbons from such real property normal wear and tear. All properties used in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices operations of Acquiror are reflected in the areas Acquiror Balance Sheet to the extent required by generally accepted accounting principles. All leases to which Acquiror is a party are in which the Company full force and its subsidiaries operate for acquiring or procuring leases effect and interests therein to exploreare valid, develop or produce hydrocarbons. With respect to interests in oil binding and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations enforceable in accordance with the reasonable practice their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally; and general principles of equity, regardless of whether asserted in the oil a proceeding in equity or at law. True and gas industry in the areas in which the Company and its subsidiaries operatecorrect copies of all such leases have been provided to Acquiror. Acquiror owns no real property.

Title to Property. Except as disclosed in the General Disclosure Package, the Company and Such Credit Party has to its subsidiaries have best knowledge (i) good defensible fee simple title to or valid leasehold interests in all of its real property, and (ii) defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and other property (ii) good and marketable title to including without limitation, all other real and personal other property in each case as reflected in the General Disclosure Package as assets owned by themFinancials delivered to the Agent hereunder), other than properties disposed of in the ordinary course of business or in any manner otherwise permitted under this Credit Agreement since the date of the most recent audited consolidated balance sheet of such Credit Party, and in each case free subject to no Liens other than Permitted Liens and clear such other defects in title as are minor in nature and such defects do not constitute a Lien that secures Indebtedness and do not have or would reasonably be expected to cause a material adverse effect on the ability of all liensthe Agent to exercise rights, encumbrances powers and defects except such as (x) are described in the General Disclosure Package remedies with respect to the Company’s revolving credit facilityCollateral. Such Credit Party and its Restricted Subsidiaries, (y) are liens to the best of their respective knowledge, enjoy peaceful and encumbrances under operating agreementsundisturbed possession of all its real property, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case except for minor matters that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect have or would reasonably be expected to cause a material adverse effect on the value ability of the properties of the Company Agent to exercise rights, powers and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries remedies with respect to acquiring the Collateral, and there is no pending or, to the best of their knowledge, threatened condemnation proceeding relating to any such real property. No material default exists under any leased real property to the extent such default would reasonably be expected to have a Material Adverse Effect. All of the structures and other tangible assets owned, leased or otherwise procuring used by such leases Credit Party or other property interests was generally consistent with standard industry practices any of its Restricted Subsidiaries in the areas conduct of their respective businesses are (a) insured to the extent and in a manner that is customary, (b) structurally sound with no known defects which have or could reasonably be expected to have a Material Adverse Effect, (c) in good operating condition and repair, subject to ordinary wear and tear and except to the Company extent failure could not reasonably be expected to have a Material Adverse Effect, (d) not in need of maintenance or repair except for ordinary, routine maintenance and repair the cost of which is immaterial and except to the extent failure to so maintain and repair could not reasonably be expected to have a Material Adverse Effect, (e) sufficient for the operation of the businesses of such Credit Party and its subsidiaries operate for acquiring or procuring leases Restricted Subsidiaries as currently conducted, except to the extent failure to be so sufficient could not reasonably be expected to have a Material Adverse Effect and interests therein (f) in conformity with all Applicable Laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except where the failure to explore, develop or produce hydrocarbons. With respect conform could not reasonably be expected to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure PackagePackage and the Final Prospectus, after giving effect to the Reorganization Transactions, the Company and its subsidiaries Subsidiaries will have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Final Prospectus and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package and the Final Prospectus as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (xw) are described in the General Disclosure Package with respect to and the Company’s revolving credit facilityFinal Prospectus, (yx) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (zy) do not materially affect the value of the properties of the Company and its subsidiaries Subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiariesSubsidiaries or (z) as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; any other real property and buildings held under lease by the Company and its subsidiaries Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbonsSubsidiaries. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries Subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries Subsidiaries have carried out such title investigations in accordance with the reasonable customary practice in the oil and gas industry in the areas in which the Company and its subsidiaries Subsidiaries operate.

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real property and interests in its real property and good and marketable title to all its personal property reflected in the General Disclosure Package as assets owned by themproperty, in each case free and clear of all pledges, liens, encumbrances encumbrances, claims, security interests and defects defects, except as are disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or such as do not, singly or in the aggregate, materially affect the value of such property and interests in the aggregate and do not interfere with the use made and proposed to be made of such property and interests by the Company and its subsidiaries taken as a whole; in the case of real property and interests in real property, the Company and its subsidiaries have obtained satisfactory confirmation (xconsisting of policies of title insurance or binders therefor or opinions of counsel based upon the examination of abstracts) are confirming, except as is otherwise described in the General Disclosure Package with respect to and the Company’s revolving credit facilityProspectus, (ya) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries have the foregoing title to such real property and interests in real property; provided, however, that in those cases in which such information is not current, the Company and its subsidiaries do not interfere in have notice of any material respect with the use made or proposed claim of any sort which has been asserted by anyone adverse to be made of such properties by the Company or its subsidiaries challenging the Company’s or its subsidiaries’ title to such real property and interests in real property, and (b) that the instruments securing the indebtedness of third parties to the Company or its subsidiaries create valid liens upon the real properties described in such instruments enjoying the priorities intended, subject only to exceptions to title which have no materially adverse effect on the value of such real properties and interests; and any other real property and buildings held under lease by the Company and or its subsidiaries or leased by the Company or its subsidiaries to a third party are held or leased by them under valid, subsisting binding and enforceable leasesleases conforming to the description thereof set forth in the General Disclosure Package and the Prospectus, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases subsidiaries or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatethird party.

Title to Property. Company. Except as disclosed in the General Disclosure PackagePackage and the Final Prospectus, and except to the extent that failure of the following to be true, individually or in the aggregate, would not result in a Material Adverse Effect: (w) the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s and Viper’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (xa) are described in the General Disclosure Package with respect to the Companyliens under Viper OpCo’s revolving credit facility, facility or (yb) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or ; (zx) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and (y) the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With ; and (z) with respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate.

Title to Property. Except as disclosed in the General Disclosure PackagePackage and the Final Offering Memorandum, each of the Company and its subsidiaries have Partnership Entities has (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s its estimates of its net proved reserves contained in the General Disclosure Package and the Final Offering Memorandum and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package and Final Offering Memorandum as assets owned by themit, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package and Final Offering Memorandum with respect to the CompanyPartnership’s revolving credit facility, facility or (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries Partnership Entities and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiariesPartnership Entities; any other real property and buildings the Partnership Entities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesPartnership Entities; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, Partnership Entities reflect in all material respects the rights of the Company and its subsidiaries Partnership Entities to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure PackagePackage and the Final Offering Memorandum, and the care taken by the Company and its subsidiaries Partnership Entities with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries Partnership Entities operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries Partnership Entities that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries Partnership Entities have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries Partnership Entities operate.

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Prospectus and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package and the Prospectus as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to and the Company’s revolving credit facilityProspectus, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, exploration participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, operations or (z) do would not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any have a Material Adverse Effect. Any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or and its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and or its subsidiaries, subsidiaries reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure PackagePackage and the Prospectus, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate operates for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties leases obtained by or on behalf of the Company and or its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and or its subsidiaries have carried out such title investigations in accordance with the reasonable practice practices customary in the oil and gas industry in the areas in which the Company and its subsidiaries operateleased properties are located.

Title to Property. Except as disclosed in the General Disclosure Package, the (a) The Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates each of its net proved reserves contained in the General Disclosure Package and (ii) Subsidiaries has good and marketable title to all other real of its properties and personal property reflected in assets that are material to the General Disclosure Package Company and its Subsidiaries, taken as assets owned by thema whole, in each case free and clear of all liens, encumbrances and defects Liens except such as (xi) are described those reflected or reserved against in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties latest balance sheet of the Company included in the SEC Documents, (ii) Permitted Encumbrances, (iii) other Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and its subsidiaries and do not interfere (iv) as set forth in any material respect with Section 3.9 of the use made or proposed to be made of such properties Company Disclosure Letter. The real property demised by the leases described on Section 3.9 of the Company or its subsidiaries; any other Disclosure Letter (the “Leased Real Property Schedule”) constitutes all of the real property and buildings held under lease leased or subleased by the Company and its subsidiaries are held by them under validSubsidiaries. The Company has delivered or made available to Purchaser complete and accurate copies of each of the leases described on the Leased Real Property Schedule, subsisting and enforceable leases, with none of such exceptions as are not material and do not interfere leases have been modified in any material respect with respect, except to the use extent that such modifications are disclosed by the copies delivered or made available to Purchaser. All leases, easements, licenses, rights of way, and proposed other rights pursuant to be made of such property and buildings by which the Company or any of its subsidiaries; and Subsidiaries lease from others or otherwise have the working interests derived from oilright to use real or personal property, gas and mineral leases individually or mineral interests that constitute a portion in the aggregate material to the business of the real property held or leased by the Company and its subsidiariesSubsidiaries, reflect taken as a whole, are valid and effective in all accordance with their respective terms, and there is not, to the Knowledge of the Company, under any of such leases, easements, licenses, and other rights, any existing material respects default or event of default (or event which with notice or lapse of time, or both, would constitute a material default). Except as set forth on the Leased Real Property Schedule, with respect to each of the Leased Real Properties: (1) the lease is a legal, valid and binding obligation of the applicable the Company, and to the Knowledge of the Company, of the other party thereto, and is enforceable in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and principles of equity and is in full force and effect; (2) the Company has not subleased, licensed or otherwise granted any other party the right to use or occupy such Leased Real Property or any portion thereof; and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by (3) the Company and its subsidiaries with respect to acquiring has not collaterally assigned or otherwise procuring granted any security interest in such leases lease or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateany interest therein.

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by any of them (if any) and good title to all other properties owned by any of them, in each case case, free and clear of all liens, encumbrances and defects Liens except such as (xa) are described in the Registration Statement, the General Disclosure Package with respect and the Prospectus or (b) would not, individually or in the aggregate, reasonably be expected to the Company’s revolving credit facilityhave a Material Adverse Effect; all real property, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements buildings and other oil improvements, and gas explorationall equipment and other property, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry held under lease or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties sublease by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and of its subsidiaries are is held by them under valid, subsisting and enforceable leasesleases or subleases, as the case may be, with such exceptions as are not material would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by neither the Company or nor any of its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests subsidiaries has received any notice of any claim of any sort that constitute a portion of the real property held or leased has been asserted by the Company and its subsidiaries, reflect in all material respects anyone adverse to the rights of the Company and or any of its subsidiaries to exploreunder any of the leases or subleases mentioned above, develop except for such claims which, if successfully asserted against the Company or produce hydrocarbons from such real property any of its subsidiaries, would not, individually or in the manner contemplated by the General Disclosure Packageaggregate, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included result in a unit for drilling, the Material Adverse Effect. The Company and its subsidiaries have carried out good and marketable title to the portfolio of commercial real estate debt investments described in the Registration Statement, the General Disclosure Package and the Prospectus, except for those commercial real estate debt investments that (i) have been securitized as part of one or more of the Company’s collateralized debt obligations, have conditionally been assigned to a lender/buyer counterparty pursuant to a master repurchase agreement, in respect of which the Company has a binding and enforceable right to repurchase such title investigations debt investments from such lender/buyer counterparty, subject to and in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateterms of that repurchase agreement.

Title to Property. Except as disclosed in the General Disclosure PackagePackage and the Final Prospectus, after giving effect to the Reorganization Transactions, the Company and its subsidiaries Subsidiaries will have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Final Prospectus and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package and the Final Prospectus as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (xw) are described in the General Disclosure Package with respect to and the Company’s revolving credit facilityFinal Prospectus, (yx) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (zy) do not materially affect the value of the properties of the Company and its subsidiaries Subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiariesSubsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesSubsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, Subsidiaries reflect in all material respects the rights of the Company and its subsidiaries Subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure PackagePackage and the Final Prospectus, and the care taken by the Company and its subsidiaries Subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries Subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries Subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries Subsidiaries have carried out such title investigations in accordance with the reasonable customary practice in the oil and gas industry in the areas in which the Company and its subsidiaries Subsidiaries operate.

Title to Property. Except as disclosed in Each of the General Disclosure Package, the Company and its subsidiaries have Breitburn Entities has (i) good and defensible title to all of the interests in oil and gas properties underlying owned by the Company’s estimates of its net proved reserves contained in the General Disclosure Package and Breitburn Entities, (ii) good and marketable title to all other real property owned by the Breitburn Entities and (iii) good title to all personal property reflected in the General Disclosure Package as assets owned by themthe Breitburn Entities, in each case case, free and clear of all liensLiens, encumbrances and defects except such (A) as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityBreitburn SEC Documents, (yB) are liens Liens securing taxes and encumbrances other governmental charges, or claims of materialmen, mechanics and similar persons, not yet due and payable, (C) Liens under oil and gas leases, options to lease, operating agreements, unitization and pooling agreements, production participation and drilling concessions agreements and gas sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure securing payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry industry, (D) Liens arising under or arise permitted by the Breitburn Credit Facility and (E) Liens that do not, individually or in connection with drilling and production operationsthe aggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not such properties, taken as a whole, or materially interfere in any material respect with the use made or proposed to be made of such properties properties, taken as a whole, by the Company or its subsidiariesBreitburn Entities; and any other real property and buildings held under lease by the Company Breitburn Entities are held by them under valid, subsisting and its subsidiaries enforceable leases with such exceptions as are not material and do not interfere with the use made or proposed to be made of such real property and buildings by the Breitburn Entities. All assets held under lease by the Breitburn Entities are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere in any material respect with the use made and proposed to be made of such property and buildings assets by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateBreitburn Entities.

Title to Property. Except as disclosed in the General Disclosure PackagePackage and the Final Prospectus, after giving effect to the Reorganization Transactions, the Company and its subsidiaries Subsidiaries will have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Final Prospectus and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package and the Final Prospectus as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as those (xw) are described in the General Disclosure Package with respect to and the Company’s revolving credit facilityFinal Prospectus, (yx) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (zy) that do not materially affect the value of the properties of the Company and its subsidiaries Subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiariesSubsidiaries or (z) as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; any other real property and buildings held under lease by the Company and its subsidiaries Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbonsSubsidiaries. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries Subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries Subsidiaries have carried out such title investigations in accordance with the reasonable customary practice in the oil and gas industry in the areas in which the Company and its subsidiaries Subsidiaries operate.

Title to Property. Except as disclosed in the General Disclosure PackageThe Partnership Entities have legal, the Company and its subsidiaries have (i) good valid and defensible title to all of the interests in the oil and natural gas properties underlying the Company’s estimates of its ▇▇▇▇▇▇ & Company, Inc. of the Partnership Entities’ net proved reserves contained in or incorporated by reference into the Registration Statement, the General Disclosure Package and (ii) the Prospectus and have good and marketable title in fee simple to all real property owned by any of them (if any) and good title to all other real properties and personal property reflected in the General Disclosure Package as assets owned by any of them, in each case case, free and clear of all liens, encumbrances and defects Liens except such as (xa) are described in the Registration Statement, the General Disclosure Package with respect and the Prospectus, (b) exist pursuant to the Company’s revolving credit facility, Existing Credit Agreements or the GP Credit Agreement or (yc) are liens and encumbrances under operating agreementsnot, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary individually or in the oil and gas industry aggregate, material to the Partnership Entities taken as a whole, are not required to be disclosed in the Registration Statement, the Pre-Pricing Prospectus or arise the Prospectus, do not, individually or in connection with drilling and production operationsthe aggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesPartnership Entities; and the working interests derived from oil, natural gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, Partnership Entities reflect in all material respects the rights right of the Company and its subsidiaries Partnership Entities to explore, develop or produce hydrocarbons as described in the Registration Statement, the General Disclosure Package and the Prospectus from such real property in the manner contemplated by the General Disclosure Packageproperty, and the care taken by the Company and its subsidiaries Partnership Entities with respect to acquiring or otherwise procuring such leases or other property mineral interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries Partnership Entities operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect ; all real property, buildings and other improvements, and all equipment and other property held under lease or sublease by the Partnership Entities is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to interests real property, buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in oil full force and gas properties obtained by or on behalf effect; and none of the Company and Partnership Entities has received any notice of any claim of any sort that has been asserted by anyone adverse to the rights of any of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership or any of its subsidiaries that have not yet been drilled Subsidiaries to the continued possession of the leased or included subleased premises or to the continued use of the leased or subleased equipment or other property except for such claims which, if successfully asserted against any of the Partnership Entities, would not, individually or in the aggregate, result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed (A) With respect to the Properties in which the General Disclosure Package, the Company and Operating Partnership or its subsidiaries have (i) good and defensible marketable fee simple title to all of the interests in oil and gas properties land underlying such Properties (or, to the Company’s estimates of its net proved reserves contained extent described in the General Disclosure Package Prospectus, a valid leasehold estate in such land) and (iiexcept for the Property known as "500 Orange") good and marketable title to the improvements thereon 7 8 and all other real assets that are required for the effective operation of such Properties in the manner in which they currently are operated, subject, however, to existing mortgages on such Properties, to utility easements serving such Properties, to liens of ad valorem taxes not due and payable as of the Closing Date (or which are being contested pursuant to applicable law), to zoning and similar governmental land use matters affecting such Properties that are consistent with the current uses of such Properties, to matters of title not adversely affecting marketability of title to such Property, other statutory liens not due and payable as of the Closing Date, title matters that may be material in character, amount or extent but which do not materially detract from the value, or interfere with the use of, the Properties or otherwise materially impair the business operations being conducted or proposed to be conducted thereon, tenant leases, service marks and trade names used in connection with such Properties, ground leases and ownership by others of certain items of equipment and other items of personal property reflected in that are not material to the General Disclosure Package as assets owned by them, in each case free and clear conduct of all liens, encumbrances and defects except business operations at such as Properties; (xB) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityProperties in which the Operating Partnership owns, (y) are liens and encumbrances under operating agreementsdirectly or indirectly, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value less than all of the properties ownership interest (the "Joint Venture Properties"), the Company or the applicable subsidiaries of the Company have good and its subsidiaries marketable title to such ownership interests and do not interfere the respective entities owning the Joint Venture Properties have good and marketable title to such interests in any material respect with the use made or proposed Joint Venture Properties and good and marketable title to be made the improvements thereon and all other assets that are required for the effective operation of such properties Properties in the manner in which they currently are operated, subject to the exceptions set forth in clause (A) above; (C) the ground leases under which the applicable subsidiaries of the Operating Partnership lease the land on which certain Properties are located are in full force and effect, and each of such subsidiaries is not in default in respect of any of the terms or provisions of such leases and the Company has not received notice of the assertion of any claim by anyone adverse to such subsidiaries' rights as lessees under such leases, or affecting or questioning such subsidiaries' right to the continued possession or use of the Property under such leases or of a default under such leases; (D) all liens, charges, encumbrances, claims, or restrictions on or affecting any of the Properties and the assets of the Company or its subsidiaries; any other real property and buildings held under lease by the Company and of its subsidiaries are held by them under validdisclosed in the Prospectus, subsisting and enforceable leases, with such subject to the exceptions as are not material and do not interfere set forth in clause (A) above; (E) neither any material respect with the use made and proposed to be made subsidiary of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion nor any tenant of any of the real property held Properties is in default under any of the leases pursuant to which the Operating Partnership or leased by the Company and any of its subsidiaries, reflect as lessor, leases its Property (and the Company does not know of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such leases) other than such defaults and unmatured events of default that would not result in all material respects the a Material Adverse Effect; (F) except for such rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property first refusal as may be contained in the manner contemplated by agreements related to the General Disclosure PackageJoint Venture Properties, no person has an option or right of first refusal to purchase all or part of any Property or any interest therein; (G) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the care taken by Properties), except if and to the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices extent disclosed in the areas in which the Company Prospectus and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate.except for

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries have has (ia) good and defensible marketable fee simple title to or valid leasehold interests in all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package real property and (iib) good and marketable title or valid leasehold interests to all of its other property (including all real and personal property reflected in the General Disclosure Package as assets owned by themother property, in each case free and clear of all liens, encumbrances and defects except such as (x) are described reflected in the General Disclosure Package with respect Financial Statements), (i) except in the case of clause (b) above, properties disposed of since April 30, 2003 in the ordinary course of business or as contemplated by the Plan and (ii) in the case of clauses (a) and (b) above, subject to no liens other than permitted under the Company’s revolving 's credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection facility with drilling and production operations, or (z) do not materially affect the value of the properties its senior lenders. Each of the Company and its subsidiaries Subsidiaries enjoy peaceful and do not interfere in any material respect with undisturbed possession of all their real property, and there is no pending or, to the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights actual knowledge of the Company and its subsidiaries Subsidiaries, threatened condemnation proceeding relating to explore, develop or produce hydrocarbons from any such real property that could reasonably be expected to result in a Material Adverse Change. None of the manner contemplated by leases with respect to the General Disclosure Packageleased property contains provisions which have resulted, or could reasonably be expected to result, in a Material Adverse Change. All of the structures and the care taken other tangible assets owned, leased or used by the Company and or any of its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices Subsidiaries in the areas conduct of its business are (A) insured to the extent and in a manner customary in the industry in which the Company or such Subsidiary is engaged, (B) structurally sound with no known defects, (C) in good operating condition and its subsidiaries operate repair, subject to ordinary wear and tear, (D) not in need of maintenance or repair except for acquiring or procuring leases ordinary, routine maintenance and interests therein to explorerepair the cost of which is immaterial, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf (E) sufficient for the operation of the businesses of the Company and its subsidiaries that have Subsidiaries as currently conducted and (F) in conformity with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto, in each case except where the failure to so comply or so conform could not yet been drilled or included reasonably be expected to result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Change.

Title to Property. Except as disclosed (A) With respect to the Properties in which the General Disclosure PackageOperating Partnership owns, directly or indirectly, all of the ownership interests therein, the Company and Operating Partnership or its subsidiaries have (i) good and defensible marketable fee simple title to all of the interests in oil and gas properties land underlying such Properties (or, to the Company’s estimates of its net proved reserves contained extent described in the General Disclosure Package Registration Statement and the Prospectus, a valid leasehold estate in such land) and (iiexcept for the Property known as "500 Orange") good and marketable title to the improvements thereon and all other real assets that are required for the effective operation of such Properties in the manner in which they currently are operated, subject, however, to existing mortgages on such Properties, to utility easements serving such Properties, to liens of ad valorem taxes not due and payable as of the Closing Date (or which are being contested pursuant to applicable law), to zoning and similar governmental land use matters affecting such Properties that are consistent with (or, in the case of grandfathered non-conforming uses, permit) the current uses of such Properties, to matters of title not adversely affecting marketability of title to such Properties, other statutory liens not due and payable as of the Closing Date, title matters that may be material in character, amount or extent but which do not materially detract from the value, or interfere with the use of, the Properties or otherwise materially impair the business operations being conducted or proposed to be conducted thereon, tenant leases, service marks and trade names used in connection with such Properties, ground leases and ownership by others of certain items of equipment and other items of personal property reflected in that are not material to the General Disclosure Package as assets owned by them, in each case free and clear conduct of all liens, encumbrances and defects except business operations at such as Properties; (xB) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityProperties in which the Operating Partnership owns, (y) are liens and encumbrances under operating agreementsdirectly or indirectly, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value less than all of the properties of ownership interest (the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by "Joint Venture Properties"), the Company or its subsidiariessubsidiaries have good and marketable title to such ownership interests and the respective entities owning the Joint Venture Properties have good and marketable title to such interests in the Joint Venture Properties and good and marketable title to the improvements thereon and all other assets that are required for the effective operation of such Properties in the manner in which they currently are operated, subject to the exceptions set forth in clause (A) above; (C) except as disclosed in the Registration Statement and the Prospectus or would not individually or in the aggregate result in a Material Adverse Effect, the ground leases under which the applicable subsidiaries of the Operating Partnership lease the land on which certain Properties are located are in full force and effect, and each of such subsidiaries is not in default in respect of any other real property of the terms or provisions of such leases and buildings held under lease by neither the Company nor any such subsidiary has received notice of the assertion of any claim by anyone adverse to such subsidiaries' rights as lessees under such leases, or affecting or questioning such subsidiaries' right to the continued possession or use of the Property under such leases or of a default under such leases; (D) all liens, charges, encumbrances, claims, or restrictions on or affecting any of the Properties and the assets of the Company or any of its subsidiaries are held by them under validdisclosed in the Registration Statement and the Prospectus, subsisting and enforceable leases, with such subject to the exceptions as are not material and do not interfere set forth in clause (A) above; (E) neither any material respect with the use made and proposed to be made subsidiary of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion nor any tenant of any of the real property held Properties is in default under any of the leases pursuant to which the Operating Partnership or leased by the Company and any of its subsidiaries, reflect as lessor, leases its Property (and the Company does not know of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such leases) other than such defaults and unmatured events of default that would not result in all material respects the a Material Adverse Effect; (F) except for such rights of first refusal as may be contained in the agreements related to the Joint Venture Properties, no person has an option or right of first refusal to purchase all or part of any Property or any interest therein; (G) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Registration Statement and the Prospectus and except for such failures to comply that would not individually or in the aggregate result in a Material Adverse Effect; (H) there is in full force and effect insurance coverage for the assets of the Properties that is commercially reasonable for such types of assets, and neither the Company and nor any of its subsidiaries has received from any insurance company notice of any material defects or deficiencies affecting the insurability of any such assets (including the Properties); and (I) neither the Company nor any of its subsidiaries has any knowledge of any pending or threatened condemnation proceedings, zoning change, or other similar proceeding or action that will in any manner affect the size of, use of, improvements on, construction on or access to explorethe Properties, develop except such proceedings or produce hydrocarbons from such real property actions as are disclosed in the manner contemplated by the General Disclosure Package, Registration Statement and the care taken by the Company and its subsidiaries with respect to acquiring Prospectus or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that would not have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure PackageThe Partnership Entities have legal, the Company and its subsidiaries have (i) good valid and defensible title to all of the interests in the oil and natural gas properties underlying the Company’s estimates of its ▇▇▇▇▇▇ & Company, Inc. of the Partnership Entities’ net proved reserves contained in or incorporated by reference into the Registration Statement, the General Disclosure Package and (ii) the Prospectus and have good and marketable title in fee simple to all real property owned by any of them (if any) and good title to all other real properties and personal property reflected in the General Disclosure Package as assets owned by any of them, in each case case, free and clear of all liens, encumbrances and defects Liens except such as (xa) are described in the Registration Statement, the General Disclosure Package with respect and the Prospectus, (b) exist pursuant to the Company’s revolving credit facility, Existing Credit Agreement or (yc) are liens and encumbrances under operating agreementsnot, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary individually or in the oil and gas industry aggregate, material to the Partnership Entities taken as a whole, are not required to be disclosed in the Registration Statement, the Pre-Pricing Prospectus or arise the Prospectus, do not, individually or in connection with drilling and production operationsthe aggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesPartnership Entities; and the working interests derived from oil, natural gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, Partnership Entities reflect in all material respects the rights right of the Company and its subsidiaries Partnership Entities to explore, develop or produce hydrocarbons as described in the Registration Statement, the General Disclosure Package and the Prospectus from such real property in the manner contemplated by the General Disclosure Packageproperty, and the care taken by the Company and its subsidiaries Partnership Entities with respect to acquiring or otherwise procuring such leases or other property mineral interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries Partnership Entities operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect ; all real property, buildings and other improvements, and all equipment and other property held under lease or sublease by the Partnership Entities is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to interests real property, buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in oil full force and gas properties obtained by or on behalf effect; and none of the Company and Partnership Entities has received any notice of any claim of any sort that has been asserted by anyone adverse to the rights of any of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership or any of its subsidiaries that have not yet been drilled to the continued possession of the leased or included subleased premises or to the continued use of the leased or subleased equipment or other property except for such claims which, if successfully asserted against any of the Partnership Entities, would not, individually or in the aggregate, result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in Section 2.11 of the General Company Disclosure PackageSchedule, and except for inventory and other property sold, licensed, leased used or otherwise disposed of in the ordinary course of business, the Company and its subsidiaries have (i) each Company Subsidiary has good title to, or in the case of leased properties and defensible title to assets, valid leasehold interests in, all of the interests in oil their material properties and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themmaterial assets, in each case free and clear of all Liens, except for: (i) Liens imposed by law, such as carriers’, warehouseman’s, mechanics’, materialmen’s, landlords’, laborers’, suppliers’, construction and vendors’ liens, encumbrances and defects except such as (x) are described incurred in good faith in the General Disclosure Package with respect ordinary course of business and securing obligations which are not yet due or which are being contested in good faith by appropriate proceedings as to which the Company has, to the Company’s revolving credit facilityextent required by Israeli GAAP, set aside on its books adequate reserves; (yii) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts Liens for Taxes either not yet due and payable or which are being contested in good faith by appropriate legal or administrative proceedings and as to which the Company has, to the extent required by Israeli GAAP, set aside on its books adequate reserves; (iii) with respect to leasehold interests, liens incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee, none of which materially impairs the use of any parcel of property material to the operation of the business of the Company or the value of such property for the performance purpose of other unmatured obligations such business; and are (iv) any minor imperfections of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) title which do not materially affect interfere with the value present use of the properties property affected thereby (collectively, “Permitted Liens”), and all leases pursuant to which the Company or any Company Subsidiary lease from others real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default of the Company or any Company Subsidiary or, to the Company’s Knowledge, any other party (or any event which with notice or lapse of time, or both, would constitute a default and in respect of which the Company or Company Subsidiary has not taken adequate steps to prevent such default from occurring) except for such failures to be in good standing, valid and effective and for such defaults or events of default which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Section 2.11 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns any real property. All the plants, structures and equipment of the Company and its subsidiaries the Company Subsidiaries that are material to the operations of the Company’s and do not interfere the Company Subsidiaries’ business as currently conducted are in any material respect good operating condition and repair, with the use made or proposed to be made exception of such properties by the Company or its subsidiaries; any other real property normal wear and buildings held under lease by the Company and its subsidiaries are held by them under validtear, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operaterespects.

Title to Property. Except as disclosed (A) With respect to the Properties in which the General Disclosure PackageOperating Partnership owns, directly or indirectly, all of the ownership interest therein, the Company and Operating Partnership or its subsidiaries have (i) good and defensible marketable fee simple title to the land underlying such Properties (or, to the extent described in the Prospectus, a valid leasehold estate in such land) and (except for the Properties known as “500 Orange,” “California Federal Building” and “Pointe West Corporate Center” where the Operating Partnership either owns no or less than all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained ownership interest in the General Disclosure Package and (iiimprovements) good and marketable title to the improvements thereon and all other real assets that are required for the effective operation of such Properties in the manner in which they currently are operated, subject, however, to existing mortgages on such Properties, to utility easements serving such Properties, to liens of ad valorem taxes not due and payable as of the Closing Time (or which are being contested pursuant to applicable law), to zoning and similar governmental land use matters affecting such Properties that are consistent with the current uses of such Properties or would not materially adversely affect the value of such Properties, to matters of title not adversely affecting marketability of title to such Properties, other statutory liens not due and payable as of the Closing Time, title matters that may be material in character, amount or extent but which do not materially detract from the value, or interfere with the use, of the Properties or otherwise materially impair the business operations being conducted or proposed to be conducted thereon, tenant leases, service marks and trade names used in connection with such Properties, ground leases and ownership by others of certain items of equipment and other items of personal property reflected in that are not material to the General Disclosure Package as assets owned by them, in each case free and clear conduct of all liens, encumbrances and defects except business operations at such as Properties; (xB) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityProperties in which the Operating Partnership owns, directly or indirectly, less than all of the ownership interest (y) are liens the “Joint Venture Properties”), the Operating Partnership or its subsidiaries have good and encumbrances under operating agreements, unitization marketable title to such ownership interests and pooling agreements, production sales contracts, farmout agreements the respective entities owning the Joint Venture Properties have good and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable marketable title to the Joint Venture Properties (except for the performance Property known as “500 Orange” where the entity has no interest in the land underlying the improvements) and all other assets that are required for the effective operation of other unmatured obligations such Properties in the manner in which they currently are operated, subject to the exceptions set forth in clause (A) above; (C) the ground leases under which the applicable subsidiaries of the Operating Partnership lease the land on which certain Properties are located are in full force and are effect, and each of such subsidiaries is not in default in respect of any of the material terms or provisions of such leases and none of the Company, the Operating Partnership, or any of their respective subsidiaries has received notice of the assertion of any claim by anyone adverse to such subsidiaries’ rights as lessees under such leases, or affecting or questioning such subsidiaries’ right to the continued possession or use of the Property under such leases or of a scope default under such leases, other than such defaults that would not result in a Material Adverse Effect; (D) all liens, charges, encumbrances, claims, or restrictions on or affecting any of the Properties and nature customary the assets of the Company, the Operating Partnership or any of their respective subsidiaries are disclosed in the oil and gas industry or arise Prospectus, subject to the exceptions set forth in connection with drilling and production operations, or clause (zA) do not materially affect the value above; (E) neither any subsidiary of the properties Operating Partnership nor any tenant of any of the Company and its subsidiaries and do not interfere Properties is in default under any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held leases pursuant to which the Operating Partnership or leased by the Company and any of its subsidiaries, reflect as lessor, leases its Property (and the Operating Partnership does not know of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such leases) other than such defaults and unmatured events of default that would not result in all material respects the a Material Adverse Effect; (F) except for such rights of first refusal as may be contained in (i) the Company agreements related to the Joint Venture Properties or (ii) certain leases affecting the Properties, no person has an option or right of first refusal to purchase all or part of any Property or any interest therein; (G) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Prospectus and except for such failures to comply that would not individually or in the aggregate result in a Material Adverse Effect; (H) there is in full force and effect insurance coverages for the assets of the Properties that are commercially reasonable for such types of assets, and neither the Operating Partnership nor any of its subsidiaries has received from any insurance company notice of any material defects or deficiencies affecting the insurability of any such assets (including the Properties); and (I) neither the Operating Partnership nor any of its subsidiaries has any knowledge of any pending or threatened condemnation proceedings, zoning change, or other similar proceeding or action that will in any manner affect the size of, use of, improvements on, construction on or access to explorethe Properties, develop except such proceedings or produce hydrocarbons from such real property actions as are disclosed in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring Prospectus or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that would not have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed (A) With respect to the Properties in which the General Disclosure Package, the Company and its subsidiaries have (i) good and defensible title Operating Partnership will succeed to all of the interests in oil ownership interest, the Predecessor Entities that currently own such Properties have, and gas properties at the Closing Time or Date of Delivery the Operating Partnership and the Subsidiaries will have, good and marketable fee simple title to the land underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package such Properties and (ii) good and marketable title to the improvements thereon and all other real assets that are required for the effective operation of such Properties in the manner in which they currently are operated, subject, however, to existing mortgages on such Properties, to utility easements serving such Properties, to liens of ad valorem taxes not due and payable as of the Closing Time, to zoning and similar governmental land use matters affecting such Properties that are consistent with the current uses of such Properties, to matters of title not adversely affecting marketability of title to such Properties, other statutory liens not due and payable as of the Closing Time, title matters that may be material in character, amount or extent but which do not materially detract from the value, or interfere with the use of, the Properties or otherwise materially impair the business operations being conducted or proposed to be conducted thereon, service marks and trade names used in connection with such Properties (which are owned by the Predecessor Entities and to which the Operating Partnership shall succeed), and ownership by others of certain items of equipment and other items of personal property reflected that are not material to the conduct of business operations at such Properties; (B) with respect to the Properties in which the Operating Partnership will acquire less than all of the ownership interest, (the "Joint Venture Properties"), the Predecessor Entities that currently own such Properties have, and at the Closing Time or Date of Delivery the Operating Partnership and applicable Subsidiaries will continue to have, good and marketable fee simple title to the land underlying such Properties and good and marketable title to the improvements thereon and all other assets that are required for the effective operation of such Properties in the General Disclosure Package manner in which they currently are operated, subject to the exceptions set forth in clause (A) above; (C) the ground leases under which the applicable Subsidiaries lease the land on which the Properties known as "Two California Plaza," "Canterbury Green," and "One American Center" are located are in full force and effect, and each of such Subsidiaries are not in default in respect of any of the terms or provisions of such leases and neither the Company, the Operating Partnership, nor such Subsidiary has received notice of the assertion of any claim by anyone adverse to such Subsidiaries' rights as lessees under such leases, or affecting or questioning such Subsidiaries' right to the continued possession or use of the Property under such leases or of a default under such leases; (D) all liens, charges, encumbrances, claims, or restrictions on or affecting any of the Properties and the assets of the Company, the Operating Partnership, any Subsidiary or any Predecessor Entity which are required to be disclosed in the Prospectus are disclosed therein; (E) neither any Subsidiary nor any tenant of any of the Properties is in default under any of the leases pursuant to which any Subsidiary, as lessor, leases its Property (and neither the Company nor the Operating Partnership knows of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such leases) other than such defaults that would not result in a Material Adverse Effect; (F) no person has an option or right of first refusal to purchase all or part of any Property or any interest therein; (G) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Prospectus and except for such failures to comply that would not individually or in the aggregate result in a Material Adverse Effect; (H) there is in effect for the assets of the Company, the Operating Partnership, the Subsidiaries and the Predecessor Entities (including the Properties) insurance coverages that are commercially reasonable for the types of assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to neither the Company’s revolving credit facility, the Operating Partnership, any Subsidiary, nor any Predecessor Entity has received from any insurance company notice of any material defects or deficiencies affecting the insurability of any such assets (yincluding the Properties); and (I) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties neither of the Company and its subsidiaries and do not interfere nor the Operating Partnership has knowledge of any pending or threatened condemnation proceedings, zoning change, or other similar proceeding or action that will in any material respect with manner affect the size of, use made of, improvements on, construction on or proposed access to be made of the Properties, except such properties by the Company proceedings or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are actions that would not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute have a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package, the (a) The Company and its subsidiaries have (i) good Subsidiaries do not own any real property other than real property which the Company or any if its Subsidiaries has foreclosed in connection with the enforcement of rights under a Finance Receivable and defensible title to all which real property, as of the interests date hereof, is set forth in oil Section 4.17(a) of the Company Disclosure Letter. (b) The Company and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good Subsidiaries have good, valid and marketable title to all other real and tangible personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as Liens (xother than Liens (i) are described in the General Disclosure Package with respect to the Company’s revolving credit arising out of any securitization facility, (yii) are liens for Taxes, assessments and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts similar charges not yet due or being contested in good faith and payable for the performance of (iii) mechanics, materialman's, carrier's, repairer's and other unmatured obligations and are of a scope and nature customary similar Liens arising in the oil ordinary course or business), except as have not had and gas industry would not reasonably be expected to have, individually or arise in connection with drilling and production operationsthe aggregate, or a Material Adverse Effect on the Company. (zc) do not materially affect the value All leases of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties real property by the Company or its subsidiaries; a Subsidiary, as lessee, are valid and binding in accordance with their respective terms, and there is not under any other real property and buildings held under such lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings existing default by the Company or its subsidiaries; and such Subsidiary or, to the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion knowledge of the real property held Company, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default, and, in the case of leased by premises, the Company or such Subsidiary quietly enjoys the use of the premises provided for in such lease, except in any such case as has not had and its subsidiarieswould not reasonably be expected to have, reflect individually or in all material respects the rights aggregate, a Material Adverse Effect on the Company. Section 4.17(c) of the Company Disclosure Letter sets forth a true, correct and its subsidiaries to explore, develop or produce hydrocarbons from such complete list of all material leases of real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in under which the Company and or any of its subsidiaries operate for acquiring Subsidiaries leases any real property or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil real property, identifying the owner and gas properties obtained by or on behalf address thereof. The Company has made available to Acquiror true, correct and complete copies of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out each such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatematerial lease of real property.

Title to Property. Except as disclosed (a) The Company has good title to, or a valid and binding leasehold or other interest in, all assets reflected on the Audited Balance Sheet Statement or thereafter acquired by the Company or any Company Subsidiary (except for those sold or otherwise disposed of since December 31, 2004 in the General Disclosure Packageordinary course of business consistent with past practice) and that are material to the business, operations or properties of the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package Company Subsidiaries, taken as assets owned by thema whole, in each case free and clear of all liensEncumbrances, encumbrances except (i) liens for Taxes, assessments and defects except such as charges not yet payable, (xii) liens for Taxes, assessments and charges and other claims, the validity of which are described being contested in the General Disclosure Package with respect to good faith and reserved for on the Company’s revolving credit facilityfinancial statements to the extent required under GAAP, (yiii) are inchoate mechanics’ and materialmen’s liens for construction in progress, (iv) workmens’, repairmens’, warehousemens’ and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary carriers’ liens arising in the oil ordinary course of business, and gas industry (v) any other item set forth on Schedule 3.15(a) of Seller Disclosure Schedule (each a “Permitted Encumbrance”). This Section 3.15(a) does not relate to Intellectual Property, which is the subject of Section 3.13. (b) Schedule 3.15(b) of Seller Disclosure Schedule sets forth a true and complete list of the Company’s and the Company Subsidiaries’ Leased Real Property. The Company and each of the Company Subsidiaries, as the case may be, (i) have complied in all material respects with the terms of all leases of real property set forth on Schedule 3.15(b) of Seller Disclosure Schedule under which it is in occupancy, (ii) have made available to the Purchaser true and complete copies of such leases (including any amendments thereto) in effect at the date hereof, and (iii) all such leases, including all amendments thereto, are in full force and effect, except for such instances of noncompliance or arise failures to be in connection with drilling full force and production operations, or (z) do effect as have not materially affected and would not reasonably be expected to materially affect the value of the properties ability of the Company or any Company Subsidiary, as the case may be, to obtain the benefit of and enforce its subsidiaries and do not interfere in rights under such leases. To the Knowledge of the Seller, no default exists under any material respect with such leases by any other party thereto, nor has any event occurred which, after the use made giving of notice or proposed to be made the lapse of such properties time or both, would constitute a default by the Company or its subsidiaries; a Company Subsidiary, and there has not been any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings sublease or assignment entered into by the Company or its subsidiaries; any Company Subsidiary in respect of such leases. (c) Schedule 3.15(c) of Seller Disclosure Schedule sets forth a true and complete list of the Company’s and the working interests derived from oil, gas and mineral leases Company Subsidiaries’ Owned Real Property. The Company or mineral interests that constitute a portion of the real property held or leased by the Company Subsidiary, as the case may be, (i) has good and its subsidiaries, reflect marketable title in fee simple to each parcel of such Owned Real Property free and clear of all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure PackageEncumbrances (except Permitted Encumbrances), and (ii) has made available to the care taken by the Company Purchaser copies of each deed for such parcel of Owned Real Property and all title insurance policies, surveys and final environmental studies relating to such Owned Real Property within its subsidiaries with respect to acquiring possession or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatecontrol.

Title to Property. Except as disclosed in The Operating Partnership has (whether directly or indirectly through the General Disclosure Package, ownership of the Company and its subsidiaries have (iProperty Partnership) good title in fee simple to the Properties and defensible good title to all personal property owned as is material to the business of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package REIT Entities, taken as assets owned by thema whole, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to Prospectus or in title policies held by the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry Operating Partnership or arise in connection with drilling and production operations, or (z) such as do not materially affect the value of the properties of the Company and its subsidiaries such property and do not interfere in any material respect with the use made or and proposed to be made of such properties property by the Company or its subsidiariesREIT Entities; any other real property and buildings held under lease by the Company and its subsidiaries are any REIT Entity is held by them it under valid, subsisting and subsisting, enforceable leases, and no default by any REIT Entity has occurred and is continuing thereunder, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property by any REIT Entity; the operation of the buildings, fixtures and buildings by other improvements located on the Properties as presently conducted is not in violation of any applicable building code, zoning ordinance or other law or regulation, except where such violation of any applicable building code, zoning ordinance or other law or regulation would not, singly or in the aggregate, have a material adverse effect on the REIT Entities, taken as a whole; neither the Company nor the Operating Partnership has received notice of any proposed special assessment or its subsidiariesany proposed material change in any property tax, zoning or land use laws or availability of water for irrigation affecting all or any portion of the Properties; there do not exist any material violations of any declaration of covenants, conditions and restrictions with respect to any of the Properties, nor is there any existing state of facts or circumstances or condition or event which could, with the giving of notice or passage of time, or both, constitute such a violation; and the working interests derived from oilimprovements comprising any portion of the Properties (the "Improvements") are free of any and all material physical, mechanical, structural, design and construction defects and the Improvements (including, without limitation, all water, electric, sewer, plumbing, heating, ventilation, gas and mineral leases or mineral interests that constitute a portion air conditioning servicing the Improvements) are in good condition and proper working order and are free of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatedefects.

Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained described in the General Disclosure Package and the Prospectus, each of the Company, its subsidiaries and, to the knowledge of the Company Parties, Montage Resources and its subsidiaries has (iii) satisfactory or good and marketable defensible title to substantially all other real and personal property reflected of its interests in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other its oil and gas explorationproperties, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained title investigations having been carried out by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations person in accordance with the reasonable practice standards generally accepted in the oil and gas industry in the areas in which the Company and its subsidiaries or Montage Resources and its subsidiaries, as applicable, operate, (ii) good and defensible title to all other real property and other material properties and assets owned by the Company, such subsidiary or Montage Resources and its subsidiaries, as applicable, and (iii) valid, subsisting and enforceable leases for all of the properties and assets, real or personal, leased by them, except as the enforceability thereof may limited by the Enforceability Exceptions, in each case, free and clear of all mortgages, pledges, liens, security interests, restrictions, encumbrances or charges of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except for matters that would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and, to the knowledge of the Company Parties, Montage Resources and its subsidiaries and under which the Company, any of its subsidiaries and, to the knowledge of the Company Parties, Montage Resources and any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and none of the Company, any of its subsidiaries and, to the knowledge of the Company Parties, Montage Resources and its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. Except as disclosed in the General Disclosure Package, the (a) Company and or one of its subsidiaries have Subsidiaries (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) will have, at Closing good and marketable title to all other the real and personal property reflected in properties listed on Section ‎3.20(a) of the General Disclosure Package as assets owned by themSchedule (the “Owned Real Property”), in each case free and clear of all liensLiens of any nature whatsoever, encumbrances except (A) statutory Liens securing payments not yet due (or being contested in good faith and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityfor which adequate reserves have been established), (yB) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts Liens for real property Taxes not yet due and payable for the performance payable, (C) easements, rights of way, and other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (D) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (ii) has good and marketable leasehold interests in all the Leased Premises, free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in sole possession of the properties purported to be leased thereunder, subject and pursuant to the terms of the Real Property Leases. (b) Except as set forth on Section ‎3.20(b) of the Disclosure Schedule, no Person other than Company and its subsidiaries and do not interfere Subsidiaries has (or will have, at Closing) (i) any right in any material respect with of the Owned Real Property or any right to use made or proposed to be made of such properties by the Company or its subsidiaries; occupy any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held Owned Real Property or leased by (ii) any right to use or occupy any portion of the Company Leased Premises. All buildings, structures, fixtures and its subsidiariesappurtenances comprising part of the Owned Real Property are in good operating condition and have been well-maintained, reflect reasonable wear and tear excepted, and are in all material respects adequate and sufficient for the rights purposes to which they are used in the conduct of the Company’s business. Company and its subsidiaries to explore, develop or produce hydrocarbons from such Subsidiaries do not use in its business any material real property other than the Owned Real Property and the Leased Premises. (c) Section ‎3.20(c) of the Disclosure Schedule sets forth a true, correct, and complete list of all Real Property Leases and all Tenant Leases (including all amendments, modifications, and supplements thereto) and all such documentation has been made available to Parent on or prior to the date hereof. Each of the Real Property Leases and each of the Tenant Leases is valid and binding on Company or its applicable Subsidiary and is in full force and effect, without amendment and there exists no default or event of default or event, occurrence, condition or act, with respect to Company or its Subsidiaries or, to the Knowledge of Company, with respect to the other parties thereto, and neither Company nor, to the Knowledge of Company, any other party thereto, which, with the giving of notice, the lapse of the time or the happening of any other event or condition, would become a default or event of default thereunder, except where such event of default would not reasonably be expected to, individually or in the manner contemplated by aggregate, be material to Company and its Subsidiaries, taken as a whole. (d) Company and its Subsidiaries have operated the General Disclosure PackageOwned Real Property and the Leased Premises, and the care taken by continued operation of the Owned Real Property and the Leased Premises and the manner it is used in Company and its subsidiaries Subsidiaries’ business will be in accordance in all material respects with respect all applicable laws. (e) Except as would not be material to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company, Company and its subsidiaries operate for acquiring or procuring leases Subsidiaries have good, valid and interests therein marketable title to explore, develop or produce hydrocarbons. With respect to interests in oil all Personal Property and gas properties obtained by or on behalf each of the Company Personal Property Leases is valid, and its subsidiaries that have not yet been drilled or included in a unit for drillingfull force and effect, without default thereunder by the lessee or, to the Knowledge of Company, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatelessor.