Common use of Title to Real and Personal Property Clause in Contracts

Title to Real and Personal Property. The Company and each of its Subsidiaries have good title to all of their real and personal property owned by them that are material to the business of the Company and such Subsidiary, in each case, free and clear of all liens, encumbrances, and defects, except as described in the Registration Statement and Prospectus or that do not materially affect the value of the properties of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement and Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable Laws (including building and zoning Laws and Laws relating to access to such properties), considered as one enterpriseexcept if and to the extent disclosed in the Registration Statement, and do not the Time of Sale Prospectus or the Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, the Company and each of its the Material Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses as being owned by them that are material to the business businesses of the Company and or such Material Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of the Material Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and Prospectus or the Prospectuses as being leased by the Company and any of the Material Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of the Material Subsidiaries or (B) would not, individually or in the aggregate, have a Material Adverse Effect. Each of the properties of the Company and its the Material Subsidiaries complies with all applicable codes and Applicable Laws (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses or except for such failures to comply that would not, individually or in the aggregate, interfere in any material respect with the use made and proposed to be made of such property by the Company and the Material Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or the Material Subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company and the Material Subsidiaries, considered as one enterpriseand the Company knows of no such condemnation or zoning change which is threatened, and do except for such that would not interfere in any material respect with the use made and proposed to be made of such properties property by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company Material Subsidiaries or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. (i) The Company and each its subsidiaries, including the Operating Partnership, have (or in the case of its Subsidiaries have a Joint Venture, such limited partnership, limited liability company or other joint venture entity has) good and marketable title in fee simple to, or a valid leasehold interest in, the Real Property and good and marketable title to any and all of their real and personal property owned by them the Company or any of its subsidiaries that are is material to the business of the Company and such Subsidiaryor the Operating Partnership, in each case, case free and clear of all liens, encumbrances, and defectsLiens, except as described in the Registration Statement and Prospectus or that do such as would not materially affect the value of the properties of the Company reasonably be expected to result in a Material Adverse Effect; and its Subsidiariesany real property, considered as one enterprise, buildings and do not interfere in any material respect with the use made and proposed to be made of such properties equipment held under lease by the Company and its Subsidiariessubsidiaries are held by them under valid, considered subsisting and enforceable leases (the “Leases”) with such exceptions as one enterpriseare disclosed in the Prospectus or such as would not reasonably be expected to result in a Material Adverse Effect; and all (ii) neither the Company nor any of its subsidiaries has received notice of any claim that has been or may be asserted by anyone adverse to the leases, subleases, and other rights under which of the Company or any subsidiary with respect to any such Real Properties, personal property or Leases or affecting or questioning the rights of its Subsidiaries holds the Company to the continued ownership, lease, possession or uses properties described occupancy of such Real Properties, personal property or Leases, except for such claims that would not, individually or in the Registration Statement aggregate, reasonably be expected to have a Material Adverse Effect; (iii) no person or entity, including, without limitation, any tenant under the leases, if any, for the Real Properties has an option or right of first refusal or any other right to purchase any of such Real Properties, except as disclosed in the Prospectus; (iv) each of the Real Properties has access to public rights of way, either directly or through insured easements, except where the failure to have such access would not, individually or in the aggregate, have a Material Adverse Effect; (v) each of the Real Properties is served by all public utilities necessary for the current operations on such property in sufficient quantities for such operations, except where the failure to have such public utilities would not, individually or in the aggregate, have a Material Adverse Effect; (vi) each of the Real Properties complies with all applicable codes and Prospectus zoning and subdivision laws and regulations, except for such failure to comply which would not, either individually or in the aggregate, have a Material Adverse Effect; (vii) all of the Leases are in full force and effect, with such exceptions as except where the failure to be in full force or effect would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice subsidiaries is in default in the payment of any material claim of amounts due under any sort that has been asserted by anyone adverse to the rights of such Leases or in any other default thereunder and neither the Company nor any of its subsidiaries knows or its Subsidiaries an event which, with the passage of time or the giving of notice or both, would constitute a default under any of the leasessuch Lease, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to except such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which defaults that would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (viii) there is no pending or, to the knowledge of the Company or its subsidiaries, threatened condemnation, zoning change, or other proceeding or action that would in any manner affect the size of, use of, improvements on, construction on or access to any Real Property, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries have good and defensible title to all of their real and personal property owned by them that are material to the business of the Company and or such Subsidiary, or to the Company’s financial condition, in each case, free and clear of all liens, encumbrances, and defects, except as described in the Registration Statement and Prospectus or that do not materially affect the value of the properties of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth on Schedule C to this Agreement, the Company and each of its Subsidiaries subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all of their real the other properties and personal property owned assets reflected in the consolidated financial statements included or incorporated by them that are material to the business of the Company and such Subsidiary, in each case, free and clear of all liens, encumbrances, and defects, except as reference or described in the Registration Statement Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or that which are not material in amount or which do not materially affect impair the value use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and Prospectus are deed restrictions or other covenants in full force all material respects and, if and effectto the extent there is a failure to comply, with such exceptions as failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary 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 not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights knowledge of the Company and the Operating Partnership, no such condemnation or its Subsidiaries zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person except such defaults as are necessary to enable them to conduct their business in the manner described in the Registration Statement Statement, Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, Prospectus or licenses the lack of which that would not have, individually or in the aggregate, have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. The Company and each of its Subsidiaries have good and defensible title to all of their real and personal property owned by them that are material to the business of the Company and such Subsidiarythem, in each case, free and clear of all liens, encumbrances, and defects, except as described in the Registration Statement and Prospectus or that do not materially affect the value of the properties of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Each of the Company and each of its Subsidiaries have subsidiaries has (i) good and defensible title to all of their its oil and gas properties (including oil and gas ▇▇▇▇▇, producing leasehold interests and appurtenant personal property), title investigations having been carried out by the Company or its subsidiaries consistent with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate and (ii) good and marketable title to all other real and personal property owned by them that are material to the business of the Company and such Subsidiaryits subsidiaries, in each case, free and clear of all liens, encumbrances, encumbrances and defects, defects except such as are described in each of the Registration Statement Statement, the Time of Sale Information and the Prospectus or that such as do not materially affect the value of the properties of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiariessubsidiaries, considered as one enterprise; and all of the leases, subleases, leases and other rights subleases under which the Company or any of its Subsidiaries subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries subsidiaries under any of the leases, subleases, and other rights leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary subsidiary thereof to the continued possession or use of the leased or subleased premises premises. The working interests in oil, gas and mineral leases or mineral interests which constitute a portion of the premises granted real property held by leasesthe Company reflect in all material respects the right of the Company to explore, subleasesdevelop or receive production from such real property, and other rights. The the care taken by the Company and each of its Subsidiaries have the consents, easements, rights-of-way, subsidiaries with respect to acquiring or licenses from any Person as are necessary to enable them to conduct their business otherwise procuring such leases or mineral interests was generally consistent with standard industry practices in the manner described areas in which the Registration Statement Company and the Prospectusits subsidiaries operate for acquiring or procuring leases and interests therein to explore, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except develop or produce for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effecthydrocarbons.

Title to Real and Personal Property. The Company AHR, the Issuer and each of its Subsidiaries have good Issuer Subsidiary has legal, valid and defensible title to all of their real assets and personal property properties reflected as owned by them that are material to it in the business Pricing Prospectus and the Prospectus (whether through fee ownership or similar rights of the Company and such Subsidiaryownership), in each case, case free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and defects, except such as described are disclosed in both the Registration Statement Pricing Prospectus and the Prospectus or that do not materially affect the value of the properties of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; any real property or personal property held under lease by AHR, the Issuer or any Issuer Subsidiary is held under a lease that is valid, existing and neither enforceable by AHR, the Company nor Issuer or the Issuer Subsidiaries, as applicable, with such exceptions as are disclosed in the Pricing Prospectus and the Prospectus or as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; none of AHR, the Issuer or any of its Subsidiaries Issuer Subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of AHR, the Company Issuer or its Subsidiaries any Issuer Subsidiary under any of the leasessuch lease, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person with such exceptions as are necessary to enable them to conduct their business disclosed in the manner described in the Registration Statement Pricing Prospectus and the Prospectus, subject to such qualifications Prospectus or as may could not reasonably be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not haveexpected, individually or in the aggregate, to have a Material Adverse Effect; no tenant under any lease to which AHR, the Issuer or any Issuer Subsidiary leases any portion of its property is in default under such lease, except as could not otherwise be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect; none of AHR, the Issuer or any Issuer Subsidiary has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or access to the properties of any of AHR, the Issuer or any Issuer Subsidiary except as disclosed in both the Pricing Prospectus and the Prospectus or as could not otherwise be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect; title insurance in favor of AHR, the Issuer or the applicable Issuer Subsidiary has been obtained with respect to each property owned by any such entity in an amount that is customary for companies engaged in the same or similar businesses, except where the failure to maintain such title insurance could not otherwise be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect; and none of AHR, the Issuer or any Issuer Subsidiary has sold or contracted to sell any real property except as disclosed in both the Pricing Prospectus and the Prospectus or as could not otherwise be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Company Except (a) as otherwise set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (b) for liens, security interests and each of its Subsidiaries have good title similar encumbrances under any liens, security interests or similar encumbrances made pursuant to all of their real and personal property owned by them that are material to the business credit facilities or indentures of the Company or (c) as would not have a Material Adverse Effect, the Company has title to its properties as follows: (i) with respect to ▇▇▇▇▇ (including leasehold interests and appurtenant personal property) and non-producing oil and natural gas properties (including undeveloped locations on leases held by production and those leases not held by production), such Subsidiary, in each case, title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and defectsrestrictions, (ii) with respect to non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the acquisition thereof by the Company, (iii) with respect to real property other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, and (iv) with respect to personal property other than that appurtenant to oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used by the Company lies in an area which is, or will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction of another person or entity or his or its ownership, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the Company as presently conducted or as the Registration Statement, the Pricing Disclosure Package or the Prospectus indicates the Company contemplates conducting, except as may be properly described in the Registration Statement and Statement, the Pricing Disclosure Package or the Prospectus or that such as in the aggregate do not materially affect the value of the properties of the Company now cause and its Subsidiaries, considered as one enterprise, and do will not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, future cause a Material Adverse Effect.

Title to Real and Personal Property. (i) The Company Transaction Parties and each of its Subsidiaries their subsidiaries have good and marketable fee simple title to all of their real and personal property owned by them that are material to to, or leasehold interest under a lease in, the business of the Company and such SubsidiaryProperties, in each case, free and clear of all security interests, mortgages, pledges, liens, encumbrances, and defects, except as claims or equities of any kind other than those that (A) are described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus or that (B) do not not, singly or in the aggregate, materially affect the value of the properties of the Company and its Subsidiaries, considered as one enterprise, such Property and do not materially interfere in any material respect with the use made and proposed to be made of such properties Property by the Company Transaction Parties and its Subsidiariesany of their respective subsidiaries; (ii) except as would not, considered as one enterprise; and all singly or in the aggregate, result in a Material Adverse Effect, each of the leases, subleases, and other rights leases under which the Company a Transaction Party or any one of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus subsidiaries is a tenant relating to a Property are in full force and effect, and (A) no default or event of default has occurred under any such lease with respect to such exceptions as would not reasonably be expected to have a Material Adverse Effect, Property and neither none of the Company nor Transaction Parties or any of its Subsidiaries their respective subsidiaries has received any written notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such lease and (B) none of the Transaction Parties or any of their respective subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company Transaction Parties or its Subsidiaries any of their respective subsidiaries under any of the leases, subleases, and other rights leases mentioned above, or affecting or questioning the rights of the Company or Transaction Parties and any Subsidiary thereof of their respective subsidiaries to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from under any Person such lease; (iii) except as are necessary to enable them to conduct their business in the manner described disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, subject no tenant under any of the leases of the Properties to which a Transaction Party or any of its subsidiaries is a party (as a landlord) (the “Leases”) has a right of first refusal or an option to purchase any Property, which, if exercised, would reasonably be expected to have a Material Adverse Effect; (iv) the Transaction Parties have no actual knowledge that any Property fails to comply with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such qualifications as may be set forth in the Registration Statement and the ProspectusProperty), and except for the consentssuch failures to comply that would not, easements, rights-of-way, or licenses the lack of which would not have, individually singly or in the aggregate, result in a Material Adverse Effect; (v) no mortgage or deed of trust encumbering any Property is convertible into ownership interests in a Transaction Party or any of its subsidiaries; and (vi) none of the Transaction Parties or any of their respective subsidiaries or, to the knowledge of either of the Transaction Parties and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, any lessee under a Lease is in default under any of the Leases and none of the Transaction Parties or any of their respective subsidiaries 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 the Leases, except, in each case, for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and each of its Subsidiaries subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiarysubsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement and Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company and any of its subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its Subsidiariessubsidiaries complies with all applicable Laws (including building and zoning Laws and Laws relating to access to such properties), considered as one enterpriseexcept if and to the extent disclosed in the Registration Statement, and do not the Time of Sale Prospectus or the Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such properties property by the Company and its Subsidiaries, considered as one enterprise; and all subsidiaries or otherwise have a Material Adverse Effect. None of the leases, subleases, and other rights under which the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company and its Subsidiaries holds subsidiaries, and the Company knows of no such condemnation or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement and Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable Laws (including building and zoning Laws and Laws relating to access to such properties), considered as one enterpriseexcept if and to the extent disclosed in the Registration Statement, and do not the Time of Sale Prospectus or the Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such properties property by the Company and its Subsidiaries, considered as one enterprise; and all Subsidiaries or otherwise have a Material Adverse Effect. None of the leasesCompany or its Subsidiaries has received from any Governmental Authority any notice of any condemnation of, subleasesor zoning change affecting, and other rights under which any property of the Company or any of its Subsidiaries holds Subsidiaries, and the Company is not aware of any threatened condemnation or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change, with except for such exceptions as change that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property (other than Intellectual Property, which is addressed in Section 6(t) above), described in the Registration Statement or Prospectus as being owned by them that are material to the business of the Company and such Subsidiarythem, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and tangible personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or tangible personal property described in the Registration Statement and Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all mortgages, liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement and Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries the Subsidiary have good and marketable title in fee simple to all of their the real and personal property properties, or any part thereof, owned by them that are and material to the business of the Company and such Subsidiary, in each case, free and clear of all liens, encumbrances(collectively, and defectswith all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except as those reflected in such financial statements or described in the Registration Statement and Prospectus or that which are not material in amount or which do not materially affect impair the value use of such Property for its permitted uses; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with or the use made and proposed Subsidiary that are required to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described disclosed in the Registration Statement and Prospectus are disclosed therein or in full force and effectdocuments incorporated by reference therein; the Company does not know of any violation of any municipal, with such exceptions as state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would not reasonably be expected to have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and neither deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; expect as would not result in a Material Adverse Effect, none of the Company nor any of its Subsidiaries Subsidiary has received from any governmental authority any written notice of any material claim condemnation of or zoning change affecting the Properties or any part thereof, and the Company does not know of any sort that has been asserted by anyone adverse to the rights such condemnation or zoning change which is threatened and which if consummated would have a Material Adverse Effect; no lessee of any portion of any of the Company or its Subsidiaries Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person except such defaults as are necessary to enable them to conduct their business in the manner described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which that would not have, individually or in the aggregate, have a Material Adverse Effect; and the Company and the Subsidiary occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, the Company and each of its the Material Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses as being owned by them that are material to the business businesses of the Company and or such Material Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of the Material Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and Prospectus or the Prospectuses as being leased by the Company and any of the Material Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of the Material Subsidiaries or (B) would not, individually or in the aggregate, have a Material Adverse Effect. Each of the properties of the Company and its the Material Subsidiaries complies with all applicable codes and Applicable Laws (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses or except for such failures to comply that would not, individually or in the aggregate, interfere in any material respect with the use made and proposed to be made of such property by the Company and the Material Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or the Material Subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company and the Material Subsidiaries, considered as one enterpriseand the Company knows of no such condemnation or zoning change which is threatened, and do except for such that would not interfere in any material respect with the use made and proposed to be made of such properties property by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company Material Subsidiaries or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus (and other than Intellectual Property, addressed in Section 1(v) hereof), the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement and Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Effect, the Company has title to its respective properties as follows: (i) with respect to oil and each gas properties underlying the Company’s estimates of its Subsidiaries have net proved oil and natural gas reserves contained in the Registration Statement, the General Disclosure Package and the Final Prospectus, such title is legal, good and defensible title to all of their real and personal property owned by them that are material to the business of the Company and such Subsidiary, in each caseconformity with customary industry standards, free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and defectsrestrictions, except for liens, security interests, pledges, charges, encumbrances, mortgages and restrictions 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 or other unmatured obligations and are of a scope and nature customary for the oil and gas industry or arise in connection with drilling and production operations, and (ii) with respect to real and personal property other than that appurtenant to oil and gas interests, such title is free and clear of all material liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, except, in the case of clauses (i) or (ii), for any such liens, security interests, pledges, charges and encumberances granted pursuant to the Amended and Restated Credit Agreement, dated as of November 28, 2012 (the “Credit Agreement”), by and among the Company, Suntrust Bank, as administrative agent and the lenders party thereto, as amended. No real property owned, leased, licensed, or used by the Company lies in an area that is, or to the knowledge of the Company will be, subject to restrictions that would prohibit the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the Company as presently conducted or as the Registration Statement, the General Disclosure Package and the Final Prospectus indicates the Company contemplates conducting, except as may be properly described in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus or that do not materially affect the value of the properties of the Company and its Subsidiaries, considered such as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as aggregate would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business result in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company Except as otherwise disclosed in the Prospectus, (i) the Company, the Operating Partnership and each of its the Subsidiaries have good and marketable title (in fee simple) to all of their real and personal property owned by them that are material to the business of the Company and such Subsidiary, in each case, free and clear of all liens, encumbrances, and defects, except as assets described in the Registration Statement Prospectus as being owned by them, and Prospectus or that do not materially affect the value none of the properties Company, the Operating Partnership or any Subsidiary has received notice of any claim that has been or may be asserted by anyone adverse to the rights of the Company Company, the Operating Partnership and its Subsidiariesthe Subsidiaries with respect to such assets or affecting or questioning the rights of any of the Company, considered as one enterprisethe Operating Partnership or any Subsidiary to the continued ownership, possession or occupancy of such assets, except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) all Liens or restrictions on or affecting the assets the Company, the Operating Partnership and any Subsidiary that are required to be disclosed in the Prospectus are disclosed therein, and do all such Liens or restrictions which are not interfere disclosed in the Prospectus could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (iii) no person or entity has an option or right of first refusal or any material respect with other right to purchase any of the use made and proposed to be made of such properties assets controlled by the Company Company, the Operating Partnership or any Subsidiary; (iv) each of the assets controlled by the Company, the Operating Partnership or any Subsidiary has access to public rights of way, either directly or through insured easements, except where the failure to have such access would not, individually or in the aggregate, have a Material Adverse Effect; (v) each of the assets controlled by the Company, the Operating Partnership or any Subsidiary is served by all public utilities necessary for the current operations on such property in sufficient quantities for such operations, except where the failure to have such public utilities would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) the assets controlled by the Company, the Operating Partnership or any Subsidiary comply, in all material respects, with all applicable codes and its Subsidiaries, considered zoning and subdivision laws and regulations or is permitted as one enterprisea legal non-conforming use; and (vii) all of the leases, subleases, and other rights leases under which the Company Company, the Operating Partnership or any of its Subsidiaries holds Subsidiary leases (as lessee) any real property or uses properties described in the Registration Statement and Prospectus improvements or any equipment relating to such real property or improvements are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of the Company, the Operating Partnership or any Subsidiary is in default in the payment of any amounts due under any such leases or in any other default thereunder and none of the Company, the Operating Partnership or any Subsidiary knows of any event that, with the passage of time or the giving of notice or both, would constitute a default under any such exceptions as lease, except such defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there is no pending or, to the knowledge of the Company, the Operating Partnership or any Subsidiary, threatened condemnation, zoning change, or other proceeding or action that could in any manner affect the size of, use of, improvements on, construction on or access to any asset controlled by the Company, the Operating Partnership or any Subsidiary, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and (ix) none of the Company, and neither the Company Operating Partnership or any Subsidiary nor any of its Subsidiaries has received any written notice lessee of any material claim of the real property or improvements of the Company, the Operating Partnership or any Subsidiary is in default in the payment of any sort that has been asserted by anyone adverse to the rights of the Company amounts due or its Subsidiaries in any other default under any of the leasesleases pursuant to which the Company, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company Operating Partnership or any Subsidiary thereof to the continued possession leases (as lessor) any of its real property or use improvements (whether directly or indirectly through partnerships, joint ventures or otherwise), and none of the leased Company, the Operating Partnership or subleased premises any Subsidiary knows of an event which, with the passage of time or the premises granted by giving of notice or both, would constitute such a default under any of such leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person except such defaults as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its the Material Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Material Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of the Material Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or the Prospectus as being leased by the Company and Prospectus or any of the Material Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of the Material Subsidiaries or (B) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its Subsidiariesthe Material Subsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or the Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such properties property by the Company and its Subsidiaries, considered as one enterprise; and all the Material Subsidiaries or otherwise have a Material Adverse Effect. None of the leases, subleases, and other rights under which the Company or the Material Subsidiaries has received from any governmental or regulatory authorities any notice of its Subsidiaries holds any condemnation of, or uses zoning change affecting, the properties described in of the Registration Statement Company and Prospectus are in full force the Material Subsidiaries, and effectthe Company knows of no such condemnation or zoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and the Material Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each its subsidiaries, including the Operating Partnership, have (or in the case of its Subsidiaries have a Joint Venture, such limited partnership, limited liability company or other joint venture entity has) good and marketable title in fee simple to, or a valid leasehold interest in, any real property currently leased or owned or controlled by them, or to be leased or owned or to be controlled by them (collectively, the “Real Property”) and good and marketable title to any and all of their real and personal property owned by them the Company or any of its Subsidiaries that are is material to the business of the Company and such Subsidiaryor the Operating Partnership, in each case, case free and clear of all liens, encumbrances, and defectsLiens, except as described in the Registration Statement and Prospectus or that do such as would not materially affect the value of the properties of the Company reasonably be expected to result in a Material Adverse Effect; and its Subsidiariesany real property, considered as one enterprise, buildings and do not interfere in any material respect with the use made and proposed to be made of such properties equipment held under lease by the Company and its Subsidiariessubsidiaries are held by them under valid, considered subsisting and enforceable leases (the “Leases”) with such exceptions as one enterpriseare disclosed in the Prospectus or such as would not reasonably be expected to result in a Material Adverse Effect; and all (ii) neither the Company nor any of its Subsidiaries has received notice of any claim that has been or may be asserted by anyone adverse to the leases, subleases, and other rights under which of the Company or any subsidiary with respect to any such Real Properties, personal property or Leases or affecting or questioning the rights of its Subsidiaries holds the Company to the continued ownership, lease, possession or uses properties described occupancy of such Real Properties, personal property or Leases, except for such claims that would not, individually or in the Registration Statement and Prospectus aggregate, reasonably be expected to have a Material Adverse Effect; (iii) no person or entity, including, without limitation, any tenant under the leases, if any, for the Real Properties has an option or right of first refusal or any other right to purchase any of such Real Properties, except as disclosed in the Prospectus; (iv) all of the Leases are in full force and effect, with such exceptions as except where the failure to be in full force or effect would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice subsidiaries is in default in the payment of any material claim of amounts due under any sort that has been asserted by anyone adverse to the rights of such Leases or in any other default thereunder and neither the Company nor any of its subsidiaries knows or its Subsidiaries an event which, with the passage of time or the giving of notice or both, would constitute a default under any of the leasessuch Lease, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to except such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which defaults that would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (v) there is no pending or, to the knowledge of the Company or its subsidiaries, threatened condemnation, zoning change, or other proceeding or action that would in any manner affect the size of, use of, improvements on, construction on or access to any Real Property, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Each of the Company and each of its Subsidiaries have subsidiaries has (i) good and defensible title to all of their its oil and gas properties (including oil and gas ▇▇▇▇▇, producing leasehold interests and appurtenant personal property), title investigations having been carried out by the Company or its subsidiaries consistent with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate and (ii) good and marketable title to all other real and personal property owned by them that are material to the business of the Company and such Subsidiaryits subsidiaries, in each case, free and clear of all liens, encumbrances, encumbrances and defects, defects except such as are described in each of the Registration Statement Time of Sale Information and Prospectus the Offering Memorandum or that such as do not materially affect the value of the properties of the Company and its Subsidiariessubsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiariessubsidiaries, considered as one enterprise; and all of the leases, subleases, leases and other rights subleases under which the Company or any of its Subsidiaries subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries subsidiaries under any of the leases, subleases, and other rights leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary subsidiary thereof to the continued possession or use of the leased or subleased premises premises. The working interests in oil, gas and mineral leases or mineral interests which constitute a portion of the premises granted real property held by leasesthe Company reflect in all material respects the right of the Company to explore, subleasesdevelop or receive production from such real property, and other rights. The the care taken by the Company and each of its Subsidiaries have the consents, easements, rights-of-way, subsidiaries with respect to acquiring or licenses from any Person as are necessary to enable them to conduct their business otherwise procuring such leases or mineral interests was generally consistent with standard industry practices in the manner described areas in which the Registration Statement Company and the Prospectusits subsidiaries operate for acquiring or procuring leases and interests therein to explore, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except develop or produce for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effecthydrocarbons.

Title to Real and Personal Property. The Company and each its subsidiaries, including the Operating Partnership, have (or in the case of its Subsidiaries have a Joint Venture, such limited partnership, limited liability company or other joint venture entity has) good and marketable title in fee simple to, or a valid leasehold interest in, any real property currently leased or owned or controlled by them, or to be leased or owned or to be controlled by them (collectively, the “Real Property”) and good and marketable title to any and all of their real and personal property owned by them the Company or any of its Subsidiaries that are is material to the business of the Company and such Subsidiaryor the Operating Partnership, in each case, case free and clear of all liens, encumbrances, encumbrances and defects, except as described in the Registration Statement and Prospectus or that do such as would not materially affect the value of the properties of the Company reasonably be expected to result in a Material Adverse Effect; and its Subsidiariesany real property, considered as one enterprise, buildings and do not interfere in any material respect with the use made and proposed to be made of such properties equipment held under lease by the Company and its Subsidiariessubsidiaries are held by them under valid, considered subsisting and enforceable leases (the “Leases”) with such exceptions as one enterpriseare disclosed in the Prospectus or such as would not reasonably be expected to result in a Material Adverse Effect; and all (ii) neither the Company nor any of its Subsidiaries has received notice of any claim that has been or may be asserted by anyone adverse to the leases, subleases, and other rights under which of the Company or any subsidiary with respect to any such Real Properties, personal property or Leases or affecting or questioning the rights of its Subsidiaries holds the Company to the continued ownership, lease, possession or uses properties described occupancy of such Real Properties, personal property or Leases, except for such claims that would not, individually or in the Registration Statement and Prospectus aggregate, reasonably be expected to have a Material Adverse Effect; (iii) no person or entity, including, without limitation, any tenant under the leases, if any, for the Real Properties has an option or right of first refusal or any other right to purchase any of such Real Properties, except as disclosed in the Prospectus; (iv) all of the Leases are in full force and effect, with such exceptions as except where the failure to be in full force or effect would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice subsidiaries is in default in the payment of any material claim of amounts due under any sort that has been asserted by anyone adverse to the rights of such Leases or in any other default thereunder and neither the Company nor any of its subsidiaries knows or its Subsidiaries an event which, with the passage of time or the giving of notice or both, would constitute a default under any of the leasessuch Lease, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to except such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which defaults that would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (v) there is no pending or, to the knowledge of the Company or its subsidiaries, threatened condemnation, zoning change, or other proceeding or action that would in any manner affect the size of, use of, improvements on, construction on or access to any Real Property, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Company Except as otherwise disclosed in the Prospectus, (i) the Company, the Operating Partnership and each of its the Subsidiaries have good and marketable title (in fee simple) to all of their real and personal property owned by them that are material to the business of the Company and such Subsidiary, in each case, free and clear of all liens, encumbrances, and defects, except as assets described in the Registration Statement Prospectus as being owned by them, and Prospectus or that do not materially affect the value none of the properties Company, the Operating Partnership or any Subsidiary has received notice of any claim that has been or may be asserted by anyone adverse to the rights of the Company and its SubsidiariesCompany, considered as one enterprisethe Operating Partnership or any Subsidiary with respect to such assets or affecting or questioning the rights of any of the Company, the Operating Partnership or any Subsidiary to the continued ownership, possession or occupancy of such assets, except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) all Liens or restrictions on or affecting the assets of the Company, the Operating Partnership or any Subsidiary that are required to be disclosed in the Prospectus are disclosed therein, and do all such Liens or restrictions which are not interfere disclosed in the Prospectus could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (iii) no person or entity has an option or right of first refusal or any other right to purchase any of the assets leased to or owned by the Company, the Operating Partnership or any Subsidiary, except where any such option or right would not, individually or in the aggregate, have a Material Adverse Effect; (iv) each of the assets leased to or owned by the Company, the Operating Partnership or any Subsidiary has access to public rights of way, either directly or through insured easements, except where the failure to have such access would not, individually or in the aggregate, have a Material Adverse Effect; (v) each of the assets controlled by the Company, the Operating Partnership or any Subsidiary is served by all public utilities necessary for the current operations on such property sufficient for such operations, except where the failure to have such public utilities would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) the assets leased to or owned by the Company, the Operating Partnership or any Subsidiary comply, in all material respect respects, with all applicable codes and zoning and subdivision laws and regulations or the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered thereof is permitted as one enterprisea legal non-conforming use; and (vii) all of the leases, subleases, and other rights leases under which the Company Company, the Operating Partnership or any of its Subsidiaries holds Subsidiary leases (as lessee) any real property or uses properties described in the Registration Statement and Prospectus improvements or any equipment relating to such real property or improvements are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of the Company, the Operating Partnership or any Subsidiary is in default in the payment of any amounts due under any such leases or otherwise in default thereunder and none of the Company, the Operating Partnership or any Subsidiary knows of any event that, with the passage of time or the giving of notice or both, would constitute a default under any such exceptions as lease, except such defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there is no pending or, to the knowledge of the Company, the Operating Partnership or any Subsidiary, threatened condemnation, zoning change, or other proceeding or action that could in any manner affect the size of, use of, improvements on, construction on or access to any asset leased to or owned by the Company, the Operating Partnership or any Subsidiary, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights ; (ix) all of the Company or its Subsidiaries leases under any of which the leasesCompany, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company Operating Partnership or any Subsidiary thereof leases (as lessor) any real property or improvements (whether directly or indirectly through partnerships, joint ventures or otherwise) are in full force and effect, except where the failure to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, be in full force and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which effect would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of the Company, the Operating Partnership or any Subsidiary nor any lessee of any of the real property or improvements of the Company, the Operating Partnership or any Subsidiary is in default in the payment of any amounts due under any such leases or otherwise in default thereunder, and none of the Company, the Operating Partnership or any Subsidiary knows of an event which, with the passage of time or the giving of notice or both, would constitute such a default under any of such leases, except such defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple or other comparable valid title to all items of their real property owned by them, good and valid title to all personal property described in the Registration Statement or Prospectus as being owned by them that are material to the ordinary course of business of the Company and such Subsidiaryor the Subsidiaries, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. To the best of the Company’s knowledge, each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and currently proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or currently proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. To the best of the Company’s knowledge, each of the properties of the Company and its SubsidiariesSubsidiaries complies in all material respects with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company At the Closing Date and each of its Subsidiaries have good title to all of their real and personal property owned by them that are material Additional Closing Date, as applicable, after giving effect to the business of the Company and such Subsidiary, in each case, free and clear of all liens, encumbrances, and defectsTransactions, except as described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus or and except to the extent that do not materially affect the value failure of the properties of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed following to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not havetrue, individually or in the aggregate, would not have a Material Adverse Effect: the PSXP Parties will have indefeasible title to all real property and good title to all personal property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned by any of them, free and clear of all Liens, other than Liens created or arising under the Credit Agreement or as 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 Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being held under lease by the PSXP Parties will be held thereby under valid, subsisting and enforceable leases, except to the extent the failure to so hold does 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 Registration Statement, the Pricing Disclosure Package and the Prospectus. The Contribution Documents will be legally sufficient to transfer or convey to the PSXP Parties satisfactory title to, or valid rights to use or manage, all properties not already held by them that are, individually or in the aggregate, required to enable the PSXP Parties to conduct their operations in all material respects as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus. The PSXP Parties, upon execution and delivery of the Contribution Documents, will succeed in all material respects to the business, properties, liabilities and operations reflected by the pro forma combined financial data of the Partnership.

Title to Real and Personal Property. The Except as disclosed in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title to all of their real property owned by them, good and valid title to all tangible personal property (other than Intellectual Property, which is covered in Section 6(t) above) described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or tangible personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have (i) good and defensible title to all of their its oil, gas and mineral leases or mineral interests (including oil and gas ▇▇▇▇▇, producing leasehold interests and appurtenant personal property), and title investigations having been carried out by the Company or each of its Subsidiaries consistent with the reasonable practice in the oil and gas industry in the areas in which the Company and each of its Subsidiaries operate and (ii) good and valid title to all other items of real property and to all personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as described in the Registration Statement and Prospectus or (A) those that do not materially affect the value of the properties of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties property by the Company and any of its SubsidiariesSubsidiaries or would not reasonably be expected, considered as one enterprise; individually or in the aggregate, to have a Material Adverse Effect, (B) royalties, overriding royalties and all of the other similar burdens under oil and gas leases, subleases(C) easements, restrictions, rights-of-way and other rights matters that commonly affect property, (D) those securing taxes and other governmental charges, or claims of materialmen, mechanics and similar persons, not yet due and payable and (E) those under which gas sales contracts, geophysical exploration agreements, operating agreements, farmout agreements, participation agreements, unitization, pooling and commutation agreements, declarations and orders and gas sales contracts securing payment of amounts not yet due and payable and of a scope and nature customary in the oil and gas industry. Any real property described in the Registration Statement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, free and clear of all liens, encumbrances and claims, except those that (1) do not materially interfere with the use made or proposed to be made of such property by the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as (2) would not be reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not haveexpected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. The Except for any Permitted Liens, the Company and each of its Subsidiaries other Group Company have good title or usage rights free and clear of any Liens to all of their the real and personal property owned by them that are material to the business of the Company and such Subsidiary, in each case, free and clear of all liens, encumbrances, and defectstheir respective businesses, except as described would not, individually or in the Registration Statement and Prospectus or that do not materially affect the value of the properties of the Company and its Subsidiariesaggregate, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, which are reflected in the Company’s consolidated balance sheet as of December 31, 2020 included in the Company’s Annual Report on Form 20-F for the period then ended, and neither the Company nor any of its Subsidiaries has received any written notice of any all real and personal property that are material claim of any sort that to their respective businesses acquired since such date, except such real and personal property as has been asserted by anyone adverse to the rights disposed of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, ordinary course of business and except for the consents, easements, rights-of-way, or licenses the lack of which as would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Permitted Liens” means (i) Liens for taxes and other governmental charges and assessments arising in the ordinary course which are not yet due and payable, (ii) Liens of landlords and Liens of carriers, warehouse-men, mechanics and materialmen and other like Liens arising in the ordinary course of business for sums not yet due and payable, (iii) Liens under the Company’s existing loan facilities, (iv) non-exclusive licenses to Intellectual Property granted to third parties in the ordinary course of business and (v) other Liens or imperfections on property which are not material in amount or do not materially detract from the value of or materially impair the existing use of the property affected by such Lien or imperfection and except as would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All leases of real property and all other leases pursuant to which the Company or such Group Company, as lessee, leases real or personal property, which are material to their respective businesses, are valid and effective in all material respects, in accordance with their respective terms and there is not, under any such lease, any existing material default by the Company or such Group Company, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the SEC Documents as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, Encumbrances and defectsClaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement SEC Documents as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable Laws (including building and zoning Laws and Laws relating to access to such properties), considered as one enterpriseexcept if and to the extent disclosed in the SEC Documents or except for such failures to comply that would not, and do not individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectuses, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectuses as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectuses as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s knowledge, each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectuses or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries have good title to all of their real and personal property owned by them that are material to Except as otherwise set forth in the business of Registration Statement, the Pricing Disclosure Package or the Prospectus or such as in the aggregate does not now cause nor will it in the future cause a Material Adverse Effect, the Company and its subsidiaries have title to their properties as follows: (a) with respect to their ▇▇▇▇▇ (including leasehold interests and appurtenant personal property) and their non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such Subsidiary, in each case, title is valid and defensible and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and defectsrestrictions, (b) with respect to their non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company or its subsidiaries acquisition thereof; (c) with respect to their real property other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to their personal property other than that appurtenant to its oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used by the Company or its subsidiaries lies in an area which is, or to the knowledge of the Company will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction of another person or entity or his or its ownership, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the Company as presently conducted or as the Registration Statement, the Pricing Disclosure Package or the Prospectus indicates they contemplate conducting, except as may be described in the Registration Statement and Statement, the Pricing Disclosure Package or the Prospectus or that such as in the aggregate do not materially affect the value of the properties of the Company now cause and its Subsidiaries, considered as one enterprise, and do will not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not future reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, cause a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and tangible personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or tangible personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement and Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable Laws (including building and zoning Laws and Laws relating to access to such properties), considered as one enterpriseexcept if and to the extent disclosed in the Registration Statement, and do not the Time of Sale Prospectus or the Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company Except as otherwise set forth in the each of the Time of Sale Information and the Offering Memorandum or such as in the aggregate does not now cause or will in the future cause a Material Adverse Effect, the Company, the Guarantors and each of its Subsidiaries have their respective subsidiaries own their respective properties as follows: (i) with respect to ▇▇▇▇▇ (including leasehold interests and appurtenant personal property) and non-producing oil and natural gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good title to all of their real and personal property owned by them that are material to the business of the Company and such Subsidiary, in each case, free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and defectsrestrictions, (ii) with respect to non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the acquisition thereof by the Company, the Guarantors or their respective subsidiaries, (iii) with respect to real property other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, and (iv) with respect to personal property other than that appurtenant to oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used by the Company, the Guarantors or their respective subsidiaries lies in an area which is, or to the knowledge of the Company will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction of another person or entity or his or its ownership, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the Company, the Guarantors or their respective subsidiaries as presently conducted or as each of the Time of Sale Information and the Offering Memorandum indicates they contemplate conducting, except as may be described in the Registration Statement Time of Sale Information and Prospectus the Offering Memorandum or that such as in the aggregate do not materially affect the value of the properties of the Company now cause and its Subsidiaries, considered as one enterprise, and do will not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, future cause a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title to all of their real property owned by them, good and valid title to all tangible personal property (other than Intellectual Property, which is covered in Section 6(t) above) described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or tangible personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of their real and personal property owned by them that are material to the business respective businesses of the Company and such Subsidiaryits Subsidiaries, good and valid title to all personal property described in the Registration Statement or Prospectus as being owned by them, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Operating Partnership, the Company and each of its Subsidiaries and its Joint Ventures have good and marketable title to all of their real property and personal property other properties reflected as owned by them that are material to in the business of the Company and such SubsidiaryCompany’s consolidated financial statements, in each case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, and defectsclaims, restrictions or encumbrances of any kind except such as (a) are described in the Registration Statement Statement, the Time of Sale Information and the Prospectus or that do (b) would not materially affect reasonably be expected to, individually or in the value aggregate, result in a Material Adverse Effect; and, to the Company’s knowledge, all of the properties leases and subleases material to the business of the Operating Partnership, the Company and its Subsidiaries, considered as one enterpriseSubsidiaries and Joint Ventures, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Operating Partnership, the Company or any of its Subsidiaries or Joint Ventures holds or uses leases properties described in the Registration Statement Statement, the Time of Sale Information and Prospectus the Prospectus, are in full force and effecteffect and enforceable in accordance with their terms except as may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors and with such exceptions as would do not reasonably be expected to have a Material Adverse Effectmaterially interfere with the use of the property, and neither none of the Operating Partnership, the Company nor or any of its Subsidiaries Subsidiary or Joint Venture has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Operating Partnership, the Company or its Subsidiaries any Subsidiary or Joint Venture under any of the leases, subleases, and other rights leases or subleases mentioned above, or affecting or questioning the rights of the Operating Partnership, the Company or any such Subsidiary thereof or Joint Venture to the continued enforceability of said lease or sublease, possession or use of the leased or subleased premises under any such lease or sublease, as the premises granted by leasescase may be, subleases, and other rights. The Company and except in each of its Subsidiaries have the consents, easements, rights-of-way, case for such matters as would not reasonably be expected to individually or licenses from any Person as are necessary to enable them to conduct their business in the manner described aggregate result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement Statement, the Time of Sale Information and the Prospectus, subject to such qualifications or as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) no tenant under any of the leases pursuant to which the Operating Partnership, the Company or any Subsidiary or Joint Venture leases its properties has an option or right of first refusal to purchase the premises demised under such lease, (ii) the use and occupancy of each of the properties of the Operating Partnership, the Company and its Subsidiaries and Joint Ventures comply with all applicable laws, including, but not limited to, codes and zoning laws and regulations, (iii) no properties are subject to, and the Company has no knowledge of, any contemplated condemnation or zoning change that would affect the size of, use of, improvement of, construction on, or access to any of the properties of the Operating Partnership, the Company, its Subsidiaries or its Joint Ventures, and (iv) there is no pending, or to the Company’s knowledge, any contemplated proceeding or action that would affect the size of, use of, improvements or construction on, or access to any of the properties of the Operating Partnership, the Company, its Subsidiaries or its Joint Ventures. Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus or as would not reasonably be expected to result in a Material Adverse Effect, (i) the Operating Partnership, the Company, its Subsidiaries and its Joint Ventures maintain title insurance with respect to the real property reflected as owned therein in an amount consistent with the title insurance maintained by similar companies in similar businesses and (ii) the mortgages and deeds of trust encumbering the properties and assets described or referred to therein are not convertible into equity.

Title to Real and Personal Property. The Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus (and other than Intellectual Property, addressed in Section 1(v) hereof), the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement and Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those matters that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and tangible personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or tangible personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those matters that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise be reasonably expected to have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise be reasonably expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries do not own any real property. Except as set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company and its Subsidiaries have good and valid title to all of their real and personal property described in the Registration Statement, the Pricing Disclosure Package or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all mortgages, liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the leased properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as provided in Schedule 7 attached hereto, the Company and each of its Subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of their real any kind except those reflected in such financial statements or described in the Registration Statement and personal property owned by them Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its Subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the business extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any Subsidiary 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 have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such Subsidiarycondemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, in each casebut for the passage of time or the giving of notice or both, free and clear would constitute a default under any of all liens, encumbrances, and defectssuch leases, except such defaults as are described in the Registration Statement and Prospectus or that do not materially affect the value of the properties of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, ; and neither the Company nor any of and its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries occupy their leased properties under any of the valid and binding leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company Operating Partnership and each of its Subsidiaries subsidiaries have (a) good and indefeasible title in fee simple to those certain hotels identified in the Registration Statement, the Pricing Disclosure Package and in the Prospectus as fee-owned properties and the improvements thereon and all of their real and material personal property owned by them therein or related thereto (collectively, referred to herein as the “Hotels”), and (b) valid subsisting and enforceable leasehold interests in those Hotels (including, without limitation, those certain Hotels that are leased from third parties and identified in the Registration Statement, the Pricing Disclosure Package and the Prospectus as ground leased properties and the improvements thereon and all material to the business of the Company and such Subsidiarypersonal property therein or related thereto, in each case, case free and clear of all liens, encumbrances, claims, security interests, restrictions and defects, defects except such as described in the Registration Statement and Prospectus or that do not materially and adversely affect the value of the properties of the Company Operating Partnership and its Subsidiariessubsidiaries considered as one enterprise and do not materially interfere with the use made or proposed to be made of such property by the Operating Partnership or such subsidiary, where such interference would materially and adversely affect the Operating Partnership and the subsidiaries considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered except as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus are in full force and effect, with such exceptions (“Permitted Liens”). Except as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, subject to such qualifications the Company, the Operating Partnership and its subsidiaries do not own or lease (as may be set forth in lessee) any real property, other than the Registration Statement and the ProspectusHotels, and except for the consents, easements, rights-of-way, which ownership or licenses the lack of which would not haveleasehold interests, individually or in the aggregate, are material to the business, financial condition or results of operations of the Company and the Operating Partnership. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no person other than the Operating Partnership and its subsidiaries has an option or right of first refusal to purchase all or part of any Hotel or any interest therein other than (x) Marriott International, Inc. pursuant to its various Management Agreements, (y) as set forth in partnership or similar agreements to which the Operating Partnership or its subsidiaries are parties, or (z) and adjacent landowner with respect to the Hotel located in Burlington, Vermont. Each of the Hotels 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 Hotels), and the Operating Partnership or its subsidiaries has or has caused to be obtained all material certifications, permits, licenses and approvals, including, without limitation, certificates of completion and occupancy permits required for the legal use, occupancy, and operation of each Hotel as a hotel for its current uses and amenities, including all liquor licenses, and hotel and common victualler’s licenses, except for such failures to comply or have that would not have a Material Adverse Effect. Neither the Company, the Operating Partnership nor any Significant Subsidiary has knowledge of any pending or threatened condemnation proceedings, zoning change, or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on or access to the Hotels, except such proceedings or actions that would not have a Material Adverse Effect.

Title to Real and Personal Property. The Company Except as otherwise set forth in each of the Time of Sale Information and the Offering Memorandum or such as in the aggregate does not now cause or will in the future cause a Material Adverse Effect, the Company, the Guarantors and each of its Subsidiaries have their respective subsidiaries own their respective properties as follows: (i) with respect to ▇▇▇▇▇ (including leasehold interests and appurtenant personal property) and non-producing oil and natural gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good title to all of their real and personal property owned by them that are material to the business of the Company and such Subsidiary, in each case, free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and defectsrestrictions, (ii) with respect to non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the acquisition thereof by the Company, the Guarantors or their respective subsidiaries, (iii) with respect to real property other than oil and gas interests, such title is good and marketable and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, and (iv) with respect to personal property other than that appurtenant to oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed or used by the Company, the Guarantors or their respective subsidiaries lies in an area which is, or to the knowledge of the Company will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction of another person or entity or his or its ownership, leasing, licensing or use of any real or personal property exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the Company, the Guarantors or their respective subsidiaries as presently conducted or as each of the Time of Sale Information and the Offering Memorandum indicates they contemplate conducting, except as may be described in the Registration Statement Time of Sale Information and Prospectus the Offering Memorandum or that such as in the aggregate do not materially affect the value of the properties of the Company now cause and its Subsidiaries, considered as one enterprise, and do will not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, future cause a Material Adverse Effect.

Title to Real and Personal Property. The Company Partnership Entities have (A) good and each of its Subsidiaries have indefeasible title in fee simple to all real property owned by them and (B) good title to all of their real other property and personal property assets owned by them that are material to the business of the Company and such Subsidiarythem, in each case, free and clear of all liens, encumbrances, and defectsLiens, except (i) Liens that arise under or are expressly permitted by the Credit Agreement or (ii) Liens that do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use of such properties as they have been used in the past and are proposed to be used in the future as described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus by the Partnership Entities. All real property, buildings and other improvements, and equipment and other property to be held under lease or that do not materially affect the value sublease by any of the properties Partnership Entities will be held by them under valid, subsisting and enforceable leases or subleases, as the case may be, (i) except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (ii) with, solely in the Company case of leases or subleases relating to real property and its Subsidiariesbuildings or other improvements, considered such exceptions as one enterprise, are not material and do not interfere in any material respect with the use made and or proposed to be made of such properties by property and buildings or other improvements as they have been used in the Company past and its Subsidiaries, considered are proposed to be used in the in the future as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement Statement, the Pricing Disclosure Package and Prospectus are the Prospectus, and all such leases and subleases will be in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, ; and neither none of the Company nor Partnership Entities has any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries Partnership Entities under any of the leases, subleases, and other rights leases or subleases mentioned above, above or affecting or questioning the rights of the Company or any Subsidiary thereof Partnership Entities to the continued possession or use of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the premises granted by leasesaggregate, subleases, and other rightshave a Material Adverse Effect. The Company and each Each of its Subsidiaries have the Partnership Entities has such consents, easements, rights-of-way, way or licenses from any Person each person (collectively, “rights-of-way”) as are necessary to enable them to conduct their its business in the manner described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, and except for the consents, easements, such rights-of-way, or licenses way the lack failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities will have fulfilled and performed all of its obligations with respect to such rights-of-way and no event shall have occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and none of such rights-of-way contains any restriction that is materially burdensome to the Partnership Entities.

Title to Real and Personal Property. (i) The Company and each its subsidiaries, including the Operating Partnership, have (or in the case of its Subsidiaries have a Joint Venture, such limited partnership, limited liability company or other joint venture entity has) good and marketable title in fee simple to, or a valid leasehold interest in, the Real Property and good and marketable title to any and all of their real and personal property owned by them the Company or any of its subsidiaries that are is material to the business of the Company and such Subsidiaryor the Operating Partnership, in each case, case free and clear of all liens, encumbrances, and defectsLiens, except as described in the Registration Statement and Prospectus or that do such as would not materially affect the value of the properties of the Company reasonably be expected to result in a Material Adverse Effect; and its Subsidiariesany real property, considered as one enterprise, buildings and do not interfere in any material respect with the use made and proposed to be made of such properties equipment held under lease by the Company and its Subsidiariessubsidiaries are held by them under valid, considered subsisting and enforceable leases (the “Leases”) with such exceptions as one enterpriseare disclosed in the Prospectus or such as would not reasonably be expected to result in a Material Adverse Effect; and all (ii) neither the Company nor any of its subsidiaries has received notice of any claim that has been or may be asserted by anyone adverse to the leases, subleases, and other rights under which of the Company or any subsidiary with respect to any such Real Properties, personal property or Leases or affecting or questioning the rights of its Subsidiaries holds the Company to the continued ownership, lease, possession or uses properties described occupancy of such Real Properties, personal property or Leases, except for such claims that would not, individually or in the Registration Statement aggregate, reasonably be expected to have a Material Adverse Effect; (iii) no person or entity, including, without limitation, any tenant under the leases, if any, for the Real Properties has an option or right of first refusal or any other right to purchase any of such Real Properties, except as disclosed in the Prospectus; (iv) each of the Real Properties has access to public rights of way, either directly or through insured easements, except where the failure to have such access would not, individually or in the aggregate, have a Material Adverse Effect; (v) each of the Real Properties is served by all public utilities necessary for the current operations on such property in sufficient quantities for such operations, except where the failure to have such public utilities would not, individually or in the aggregate, have a Material Adverse Effect; (vi) each of the Real Properties complies with all applicable codes and Prospectus zoning and subdivision laws and regulations, except for such failure to comply which would not, either individually or in the aggregate, have a Material Adverse Effect; (vii) all of the Leases are in full force and effect, with such exceptions as except where the failure to be in full force or effect would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice subsidiaries is in default in the payment of any material claim of amounts due under any sort that has been asserted by anyone adverse to the rights of such Leases or in any other default thereunder and neither the Company nor any of its subsidiaries knows of an event which, with the passage of time or its Subsidiaries the giving of notice or both, would constitute a default under any of the leasessuch Lease, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to except such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which defaults that would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (viii) there is no pending or, to the knowledge of the Company or its subsidiaries, threatened condemnation, zoning change, or other proceeding or action that would in any manner affect the size of, use of, improvements on, construction on or access to any Real Property, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s knowledge, each of the properties of the Company and its SubsidiariesSubsidiaries complies in all material respects with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company At the Closing Date and each of its Subsidiaries have good title to all of their real and personal property owned by them that are material Additional Closing Date, as applicable, after giving effect to the business of the Company and such Subsidiary, in each case, free and clear of all liens, encumbrances, and defectsTransactions, except as described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus or and except to the extent that do not materially affect the value failure of the properties of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed following to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not havetrue, individually or in the aggregate, would not have a Material Adverse Effect, the Partnership Parties will have indefeasible title to all real property and good title to all personal property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned by any of them, free and clear of all Liens, other than Liens created or arising under the Credit Agreement or as 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 Registration Statement, the Pricing Disclosure Package and the Prospectus, and all the property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being held under lease by the Partnership Parties will be held thereby under valid, subsisting and enforceable leases, except to the extent the failure to so hold does 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 Registration Statement, the Pricing Disclosure Package and the Prospectus. The Contribution Documents will be legally sufficient to transfer or convey to the Partnership Parties satisfactory title to, or valid rights to use or manage, all properties not already held by them that are, individually or in the aggregate, required to enable the Partnership Parties to conduct their operations in all material respects as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Partnership Parties, upon execution and delivery of the Contribution Documents, will succeed in all material respects to the business, properties, liabilities and operations reflected by the pro forma combined financial data of the Partnership.

Title to Real and Personal Property. The Company and each of its Subsidiaries subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of their real and personal property owned by them that are material to the business of the Company and any kind except those reflected in such Subsidiary, in each case, free and clear of all liens, encumbrances, and defects, except as financial statements or described in the Registration Statement and Prospectus or that which are not material in amount or which do not materially affect impair the value use of such Property for retail motor fuel and convenience store purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described subsidiaries that are required to be disclosed in the Registration Statement and Prospectus are disclosed therein or in full force and effectdocuments incorporated by reference therein; the Company does not know of any violation of any municipal, with such exceptions as state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would not reasonably be expected to have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and neither deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; expect as would not result in a Material Adverse Effect, none of the Company nor any of its Subsidiaries subsidiary has received from any governmental authority any written notice of any material claim condemnation of or zoning change affecting the Properties or any part thereof, and the Company does not know of any sort that has been asserted by anyone adverse to the rights such condemnation or zoning change which is threatened and which if consummated would have a Material Adverse Effect; no lessee of any portion of any of the Company or its Subsidiaries Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person except such defaults as are necessary to enable them to conduct their business in the manner described in the Registration Statement Statement, Pricing Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, Prospectus or licenses the lack of which that would not have, individually or in the aggregate, have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries, (ii) relate to “other real estate owned” (“OREO”), or (iii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in the Registration Statement or the Prospectus, and except for OREO, each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and tangible personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or tangible personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except for any Permitted Liens, the Company and each of its Subsidiaries other Group Company have good title or usage rights free and clear of any Liens to all of their the real and personal property owned by them that are material to the business of the Company and such Subsidiary, in each case, free and clear of all liens, encumbrances, and defectstheir respective businesses, except as described would not, individually or in the Registration Statement and Prospectus or that do not materially affect the value of the properties of the Company and its Subsidiariesaggregate, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, which are reflected in the Company’s consolidated balance sheet as of December 31, 2021 included in the Company’s Annual Report on Form 20-F for the period then ended, and neither the Company nor any of its Subsidiaries has received any written notice of any all real and personal property that are material claim of any sort that to their respective businesses acquired since such date, except such real and personal property as has been asserted by anyone adverse to the rights disposed of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, ordinary course of business and except for the consents, easements, rights-of-way, or licenses the lack of which as would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Permitted Liens” means (i) Liens for taxes and other governmental charges and assessments arising in the ordinary course which are not yet due and payable, (ii) Liens of landlords and Liens of carriers, warehouse-men, mechanics and materialmen and other like Liens arising in the ordinary course of business for sums not yet due and payable, (iii) Liens under the Company’s existing loan facilities, (iv) non-exclusive licenses to Intellectual Property granted to third parties in the ordinary course of business and (v) other Liens or imperfections on property which are not material in amount or do not materially detract from the value of or materially impair the existing use of the property affected by such Lien or imperfection and except as would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All leases of real property and all other leases pursuant to which the Company or such Group Company, as lessee, leases real or personal property, which are material to their respective businesses, are valid and effective in all material respects, in accordance with their respective terms and there is not, under any such lease, any existing material default by the Company or such Group Company, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of their real and personal property owned by them that are material to the business respective businesses of the Company and such Subsidiaryits Subsidiaries, good and valid title to all personal property described in the Registration Statement or Prospectus as being owned by them, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. To the best Company’s knowledge, each of the properties of the Company and its SubsidiariesSubsidiaries complies in all material respects with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of owned by the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as disclosed in the Registration Statement, the Prospectus or any SEC Report, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement, the Prospectus or such SEC Report as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement or the Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable laws (including building and zoning laws and laws relating to access to such properties) except if and to the extent disclosed in the Registration Statement, considered as one enterprisethe Prospectus or any SEC Report, and do not or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all mortgages, liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement and Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. To the company’s knowledge, each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement and the Prospectuses, the Company and each of its the Material Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectuses as being owned by them that are material to the business businesses of the Company and or such Material Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of the Material Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectuses as being leased by the Company and Prospectus or any of the Material Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of the Material Subsidiaries or (B) would not, individually or in the aggregate, have a Material Adverse Effect. Each of the properties of the Company and its the Material Subsidiaries 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 if and to the extent disclosed in the Registration Statement or Prospectuses or except for such failures to comply that would not, individually or in the aggregate, interfere in any material respect with the use made and proposed to be made of such property by the Company and the Material Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or the Material Subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company and the Material Subsidiaries, considered as one enterpriseand the Company knows of no such condemnation or zoning change which is threatened, and do except for such that would not interfere in any material respect with the use made and proposed to be made of such properties property by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company Material Subsidiaries or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and such Subsidiaryor the Subsidiaries, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those matters that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not, individually or in the aggregate, have a Material Adverse Effect. To the best of the Company’s knowledge, each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Neither the Company nor any Subsidiary owns any real property. Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and valid title to all of their real and tangible personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and such Subsidiaryits Subsidiaries, taken as a whole, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made -12- and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any governmental or regulatory authorities any written notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries have good title to own or lease all of their such real and personal property owned by them that properties as are material necessary to the conduct of its business as presently operated as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each of the Company and its Subsidiaries has good and marketable title in fee simple to all real properties (or, in the case of real properties located in the People’s Republic of China (“PRC”), valid land use rights and building ownership certificate(s) with respect to such Subsidiaryreal properties) and good and marketable title to all personal properties owned by it, in each case, case free and clear of all liens, encumbrances, and defects, Liens except such as (i) are described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus or that (ii) do not materially not, singly or in the aggregate, adversely affect the value of such property and do not adversely interfere with the properties use made and proposed to be made of such property by the Company or any of its Subsidiaries, except where such interference would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and all of the leases and subleases of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds real or uses personal properties described in the Registration Statement and Prospectus Statement, the Pricing Disclosure Package or the Prospectus, are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries such Subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries any Subsidiary under any of the leases, subleases, and other rights leases or subleases mentioned above, or adversely affecting or questioning the rights of the Company or any such Subsidiary thereof to the continued possession or use of the leased or subleased premises under any such lease or sublease, which claim, if the premises granted by leasessubject of an unfavorable decision, subleasesruling or finding, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary would reasonably be expected to enable them to conduct their business result in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the SEC Documents, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the SEC Documents as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each casecase free and clear of all mortgages, liens, encumbrances and claims, except those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the SEC Documents as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, free and clear of all mortgages, liens, encumbrancesencumbrances and claims other than mortgages, liens, encumbrances and defects, except claims as described in the Registration Statement and Prospectus or SEC Documents, except those matters that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have valid and defensible title, in accordance with customary industry standards for companies of comparable size, to substantially all their respective interests in natural gas and oil properties leased or owned by them, good and marketable title in fee simple to all other items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims (other than under joint operating and other agreements and arrangements customary in the oil and gas industry), except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Other than oil and gas properties, any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. Except as set forth in the Registration Statement or the Prospectus, none of the Company or its Subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither individually or in the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rightsaggregate. The Company and each of its Subsidiaries have the such consents, easements, rights of way or licenses from any person (“rights-of-way, or licenses from any Person ”) as are necessary to enable them the Company and each of its Subsidiaries to conduct their its business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, such rights-of-way, or licenses way the lack of which would not have, individually or in the aggregate, a Material Adverse EffectEffect or would reasonably be expected to be granted in the future in the ordinary course of business.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectuses, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectuses as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real or personal property described in the Registration Statement or Prospectuses as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries. To the Company’s knowledge, each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectuses or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all mortgages, liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement and Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as otherwise disclosed in the Prospectus, (i) the Company and each of its the Subsidiaries have good and marketable title (in fee simple) to all of their real and personal property described in the Prospectus as being owned by them them, and none of the Company or any Subsidiary has received notice of any claim that are material has been or may be asserted by anyone adverse to the business rights of the Company and the Subsidiaries with respect to such Subsidiaryassets or affecting or questioning the rights of any of the Company or any Subsidiary to the continued ownership, in each case, free and clear possession or occupancy of all liens, encumbrances, and defectssuch real property, except as described for such claims that would not, individually or in the Registration Statement and Prospectus aggregate, reasonably be expected to have a Material Adverse Effect; (ii) all Liens or that do not materially affect restrictions on or affecting the value of the properties real property of the Company and its Subsidiaries, considered as one enterpriseany Subsidiary that are required to be disclosed in the Prospectus are disclosed therein, and do all such Liens or restrictions which are not interfere disclosed in the Prospectus could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (iii) no person or entity has an option or right of first refusal or any material respect with other right to purchase any of the use made and proposed assets leased to be made of such properties or owned by the Company or any Subsidiary; (iv) each of the assets controlled by the Company or any Subsidiary has access to public rights of way, either directly or through insured easements, except where the failure to have such access would not, individually or in the aggregate, have a Material Adverse Effect; (v) each of the assets controlled by the Company or any Subsidiary is served by all public utilities necessary for the current operations on such property in sufficient quantities for such operations, except where the failure to have such public utilities would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) the assets controlled by the Company or any Subsidiary comply, in all material respects, with all applicable codes and its Subsidiaries, considered zoning and subdivision laws and regulations or is permitted as one enterprisea legal non-conforming use; and (vii) all of the leases, subleases, and other rights leases under which the Company or any of its Subsidiaries holds Subsidiary leases (as lessee) any real property or uses properties described in the Registration Statement and Prospectus improvements or any equipment relating to such real property or improvements are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of the Company or any Subsidiary is in default in the payment of any amounts due under any such leases or in any other default thereunder and none of the Company or any Subsidiary knows of any event that, with the passage of time or the giving of notice or both, would constitute a default under any such exceptions as lease, except such defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there is no pending or, to the knowledge of the Company or any Subsidiary, threatened condemnation, zoning change, or other proceeding or action that could in any manner affect the size of, use of, improvements on, construction on or access to any asset controlled by the Company or any Subsidiary, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, ; and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights (ix) none of the Company or any Subsidiary thereof to the continued possession or use nor any lessee of any of the leased real property or subleased premises improvements of the Company or any Subsidiary is in default in the payment of any amounts due or in any other default under any of the leases pursuant to which the Company or any Subsidiary leases (as lessor) any of its real property or improvements (whether directly or indirectly through partnerships, joint ventures or otherwise), and none of the Company or any Subsidiary knows of an event which, with the passage of time or the premises granted by giving of notice or both, would constitute such a default under any of such leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person except such defaults as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise reasonably be expected to have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not otherwise reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each its subsidiaries, including the Operating Partnership, have (or in the case of its Subsidiaries have a Joint Venture, such limited partnership, limited liability company or other joint venture entity has) good and marketable title in fee simple to, or a valid leasehold interest in, any real property currently leased or owned or controlled by them, or to be leased or owned or to be controlled by them (collectively, the “Real Property”) and good and marketable title to any and all of their real and personal property owned by them the Company or any of its Subsidiaries that are is material to the business of the Company and such Subsidiaryor the Operating Partnership, in each case, case free and clear of all liens, encumbrances, and defectsLiens, except as described in the Registration Statement SEC Documents or such as would not reasonably be expected to result in a Material Adverse Effect; and Prospectus or that do not materially affect the value of the properties of the Company any real property, buildings and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties equipment held under lease by the Company and its Subsidiariessubsidiaries are held by them under valid, considered subsisting and enforceable leases (the ”Leases”) with such exceptions as one enterpriseare disclosed in the SEC Documents or such as would not reasonably be expected to result in a Material Adverse Effect; and all (ii) neither the Company nor any of its subsidiaries has received notice of any claim that has been or may be asserted by anyone adverse to the leases, subleases, and other rights under which of the Company or any subsidiary with respect to any such Real Properties, personal property or Leases or affecting or questioning the rights of its Subsidiaries holds the Company to the continued ownership, lease, possession or uses properties described occupancy of such Real Properties, personal property or Leases, except for such claims that would not, individually or in the Registration Statement and Prospectus aggregate, reasonably be expected to have a Material Adverse Effect; (iii) no person or entity, including, without limitation, any tenant under the leases, if any, for the Real Properties has an option or right of first refusal or any other right to purchase any of such Real Properties, except as disclosed in the SEC Documents; (iv) all of the Leases are in full force and effect, with such exceptions as except where the failure to be in full force or effect would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice subsidiaries is in default in the payment of any material claim of amounts due under any sort that has been asserted by anyone adverse to the rights of such Leases or in any other default thereunder and neither the Company nor any of its subsidiaries knows or its Subsidiaries an event which, with the passage of time or the giving of notice or both, would constitute a default under any of the leasessuch Lease, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to except such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which defaults that would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (v) there is no pending or, to the knowledge of the Company or its subsidiaries, threatened condemnation, zoning change, or other proceeding or action that would in any manner affect the size of, use of, improvements on, construction on or access to any Real Property, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries, (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or (iii) described in the Registration Statement. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries have good title to all of their real and personal property owned by them that are material to the business of the Company and such Subsidiary, in each case, free and clear of all liens, encumbrances, and defects, except as described in the Registration Statement and Prospectus or that do not materially affect the value of the properties of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property (other than Intellectual Property, which is addressed exclusively in Section 1(z) above) described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement and Statement, the Time of Sale Prospectus or the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable Laws (including building and zoning Laws and Laws relating to access to such properties), considered as one enterpriseexcept if and to the extent disclosed in the Registration Statement, and do not the Time of Sale Prospectus or the Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any written notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and such Subsidiaryor the Subsidiaries, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. To the best of the Company’s knowledge, each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such properties property by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company Subsidiaries or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not otherwise reasonably be expected to have a Material Adverse Effect, and neither . None of the Company nor any of or its Subsidiaries subsidiaries has received from any Governmental Authorities any written notice of any material claim of any sort that has been asserted by anyone adverse to condemnation of, or zoning change affecting, the rights properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries otherwise have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not havea Material Adverse Effect, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of their real and personal property owned by them that are material to the business respective businesses of the Company and such Subsidiaryits subsidiaries and that are described in the Time of Sale Information or the Offering Memorandum as being owned or leased by the Company and its subsidiaries, in each case, case with respect to owned property free and clear of all liens, encumbrances, and defects, Liens except as described those that (i) are disclosed in the Registration Statement Time of Sale Information and Prospectus or that the Offering Memorandum, (ii) do not materially affect the value of the properties of the Company and its Subsidiariessuch property, considered taken as one enterprisea whole, and do not materially interfere in any material respect with the use made and proposed to be made of such properties property by the Company and its Subsidiaries, considered subsidiaries as one enterprise; and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectTime of Sale Information, with such exceptions as would or the Offering Memorandum, or (iii) could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not haveexpected, individually or in the aggregate, to have a Material Adverse EffectEffect (the Liens described in clauses (i), (ii) and (iii) above being “Permitted Liens”). Each Operating Subsidiary identified in Schedule 4 is the sole owner of the vessel set forth opposite its name in Schedule 4 (the “Vessels”), in each case free and clear of all Liens except (i) as described, and subject to the limitations contained, in the Time of Sale Information and the Offering Memorandum or (ii) as do not materially affect the value of such property, taken as a whole, 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 Time of Sale Information and the Offering Memorandum; provided that with respect to any interest in real property and buildings held under lease by the Company or any of its subsidiaries, such real property and buildings are held under valid and subsisting and enforceable leases (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)), with such exceptions as do not materially interfere with the use of the properties of the Company and its subsidiaries, taken as a whole as they have been used in the past as described in the Time of Sale Information and the Offering Memorandum and are proposed to be used in the future as described in the Time of Sale Information and the Offering Memorandum.

Title to Real and Personal Property. The Company and each of its Subsidiaries have has (i) good and defensible title to all of their its oil and gas properties (including oil and gas ▇▇▇▇▇, producing leasehold interests and appurtenant personal property), title investigations having been carried out by the Company or each of its Subsidiaries consistent with the reasonable practice in the oil and gas industry in the areas in which the Company and each of its Subsidiaries operate, and (ii) good and marketable title to all other real and personal property owned by them that are material to the business of the Company and such Subsidiaryeach of its Subsidiaries, in each case, case free and clear of all liens, encumbrances, encumbrances and defects, defects except such as are described in the Registration Statement and Prospectus or that such as do not materially affect the value of the properties of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, mining usufructs and other rights concessions under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, mining usufructs and other rights concessions mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leasesmining usufructs and concessions that would reasonably be expected to have a Material Adverse Effect. The working interests in oil, subleasesgas and mineral leases or mineral interests which constitute a portion of the real property held by the Company reflect in all material respects the right of the Company and each of its Subsidiaries to explore, develop or receive production from such real property, and other rightsthe care taken by the Company and each of its Subsidiaries with respect to acquiring or otherwise procuring such leases or mineral 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 for, develop or produce hydrocarbons. The Company and each of its Subsidiaries have the such consents, easements, rights-of-way, way or licenses from any Person person (“rights-of-way”) as are necessary to enable them the Company and each of its Subsidiaries to conduct their its business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, such rights-of-way, or licenses way the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries subsidiaries have (i) good and defensible title to all of their the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the Registration Statement, the General Disclosure Package and the Prospectus (except for property sold or otherwise disposed of in the ordinary course of business since the date of the reserve reports included therein), (ii) good and marketable title in fee simple to all other real property, if any, and (iii) good and marketable title to all personal property owned by them that are which is material to the business of the Company and such Subsidiaryits subsidiaries, taken as a whole, except to the extent that the failure to have good and defensible title to the oil and gas properties or good and marketable title to any other real or personal property would not reasonably be expected to have a Material Adverse Effect, in each case, case free and clear of all liens, encumbrancesencumbrances and defects except such liens, encumbrances and defects, except defects as described (A) are disclosed in the Registration Statement Statement, the General Disclosure Package and Prospectus the Prospectus, (B) 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 that arise in connection with drilling and production operations, (C) do not materially affect the value of the properties of the Company and its Subsidiaries, considered as one enterprise, subsidiaries and do not interfere in any material respect with the use made and or proposed to be made of such properties by the Company or its subsidiaries or (D) would not reasonably be expected to have a Material Adverse Effect; and any real property and buildings held under lease by the Company and its Subsidiariessubsidiaries are held by them under valid, considered as one enterprise; subsisting and all of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries except, in each case, as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement, the Prospectus or any Incorporated Document, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement, the Prospectus or such Incorporated Document as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement or the Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable laws (including building and zoning laws and laws relating to access to such properties), considered as one enterpriseexcept if and to the extent disclosed in the Registration Statement, and do not the Prospectus or any Incorporated Document or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any governmental authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them and good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title to all of their real property owned by them, good and valid title to all tangible personal property described in the Registration Statement or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or tangible personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties) in all material respects, except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such properties property by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company Subsidiaries or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not otherwise be reasonably be expected to have a Material Adverse Effect, and neither . None of the Company nor any of or its Subsidiaries subsidiaries has received from any governmental or regulatory authorities any written notice of any material claim of any sort that has been asserted by anyone adverse to condemnation of, or zoning change affecting, the rights properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries otherwise have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not havea Material Adverse Effect, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except (a) as otherwise set forth in the Preliminary Prospectus, the Prospectus and the Pricing Disclosure Package, (b) for liens, security interests and similar encumbrances under the Debt Instruments or (c) such as in the aggregate does not now cause or will in the future cause a Material Adverse Effect, the Company and each of its Subsidiaries subsidiary have good title to all of their real respective properties as follows: (i) with respect to ▇▇▇▇▇ (including leasehold interests and appurtenant personal property owned property) and non-producing oil and natural gas properties (including undeveloped locations on leases held by them that are material to the business of the Company production and those leases not held by production), such Subsidiary, in each case, title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and defectsrestrictions, except as described (ii) with respect to non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Registration Statement and Prospectus or that do not materially affect the value of the properties of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties acquisition thereof by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company or any subsidiary, (iii) with respect to real property other than oil and gas interests, such title is good and marketable free and clear of its Subsidiaries holds or uses properties described in the Registration Statement all liens, security interests, pledges, charges, encumbrances, mortgages and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effectrestrictions, and neither (iv) with respect to personal property other than that appurtenant to oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used by the Company nor or any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse subsidiary lies in an area which is, or to the rights knowledge of the Company will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction of another person or entity or his or its Subsidiaries under any of the leasesownership, subleasesleasing, and other rights mentioned abovelicensing, or affecting use of any real or questioning personal property exists or will exist which would prevent, the rights continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the Company or any Subsidiary thereof to subsidiary as presently conducted or as the continued possession or use of Registration Statement, the leased or subleased premises Preliminary Prospectus, the Prospectus or the premises granted by leasesPricing Disclosure Package indicates they contemplate conducting, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person except as are necessary to enable them to conduct their business in the manner may be properly described in the Registration Statement and Statement, the Preliminary Prospectus, subject to the Prospectus or the Pricing Disclosure Package or such qualifications as may be set forth in the Registration Statement aggregate do not now cause and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would will not have, individually or in the aggregate, future cause a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement and Statement, the Time of Sale Prospectus or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable Laws (including, considered as one enterprisewithout limitation, building and do not zoning Laws and Laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries have has (i) good and defensible title to all of their its oil and gas properties (including oil and gas w▇▇▇▇, producing leasehold interests and appurtenant personal property), title investigations having been carried out by the Company or each of its Subsidiaries consistent with the reasonable practice in the oil and gas industry in the areas in which the Company and each of its Subsidiaries operate and (ii) good and marketable title to all other real and personal property owned by them that are material to the business of the Company and such Subsidiaryeach of its Subsidiaries, in each case, case free and clear of all liens, encumbrances, encumbrances and defects, defects except such as are described in the Registration Statement and Prospectus or that such as do not materially affect the value of the properties of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, mining usufructs and other rights concessions under which the Company or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, mining usufructs and other rights concessions mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leasesmining usufructs and concessions. The working interests in oil, subleasesgas and mineral leases or mineral interests which constitute a portion of the real property held by the Company reflect in all material respects the right of the Company and each of its Subsidiaries to explore, develop or receive production from such real property, and other rightsthe care taken by the Company and each of its Subsidiaries with respect to acquiring or otherwise procuring such leases or mineral 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 for hydrocarbons. The Company and each of its Subsidiaries have the such consents, easements, rights-of-way, way or licenses from any Person person (“rights-of-way”) as are necessary to enable them the Company and each of its Subsidiaries to conduct their its business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, such rights-of-way, or licenses way the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the SEC Documents as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement SEC Documents as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable Laws (including building and zoning Laws and Laws relating to access to such properties), considered as one enterpriseexcept if and to the extent disclosed in the SEC Documents or except for such failures to comply that would not, and do not individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each its Subsidiaries own or lease all such properties as are necessary and material to the conduct of its business as presently operated as described in the Registration Statement, the General Disclosure Package or the Prospectus Supplement. Except as set forth in the Registration Statement, the General Disclosure Package or the Prospectus Supplement, the Company and its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business of the Company and such Subsidiarythem, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Supplement, any real or personal property described in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement as being leased by the Company and Prospectus or that any of its Subsidiaries is held by them under valid, existing and enforceable leases, with such exceptions as are not material to, and do not materially affect interfere with, the value use made and proposed to be made of such property and buildings by the Company and its Subsidiaries. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement, the General Disclosure Package and/or the Prospectus Supplement or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such properties property by the Company and its Subsidiaries, considered as one enterprise; and all Subsidiaries or otherwise have a Material Adverse Effect. None of the leases, subleases, and other rights under which the Company or any of its Subsidiaries holds has received from any foreign, federal, state or uses local governmental authorities any (x) notice of any condemnation of, or zoning change affecting, the properties described in of the Registration Statement Company and Prospectus are in full force its Subsidiaries or (y) notice of any claim adverse to its ownership of any real or personal property or of any claim against the continued possession of any real property, whether owned or held under lease or sublease by the Company or its Subsidiaries, and effectthe Company knows of no such condemnation or zoning change or adverse claim which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of owned by the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them and good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title to all items of their real property owned by them, good and valid title to all personal property (except Intellectual Property, which is discussed in Section 6(t) above) described in the Registration Statement or Prospectus as being owned by them that are material to the business of the Company and such Subsidiaryits Subsidiaries, taken as a whole, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, have a Material Adverse Effect. Any real or tangible personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such properties property by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company Subsidiaries or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not otherwise reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights . None of the Company or its Subsidiaries under subsidiaries has received from any governmental or regulatory authorities any notice of the leases, subleases, and other rights mentioned aboveany condemnation of, or affecting or questioning zoning change affecting, the rights properties of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleasesand its Subsidiaries, and other rights. The the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and each of its Subsidiaries or otherwise have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not havea Material Adverse Effect, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its Subsidiaries subsidiaries have good and marketable title in fee simple (or, in the case of ground leases, a valid leasehold interest) to all of their the real and personal property properties, or any part thereof, owned by them that are material (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to or a valid leasehold interest in all the business of other assets reflected in the Company consolidated financial statements included or incorporated by reference in the Registration Statement, Pricing Disclosure Package and such SubsidiaryProspectus, in each case, free and clear of all liens, encumbrancessecurity interests, and defectsmortgages, pledges, charges, claims, restrictions or encumbrances of any kind, except as those reflected in such financial statements or described in the Registration Statement Statement, the Pricing Disclosure Package and Prospectus the Prospectus, which are not material in amount or that which do not materially affect impair the value use of such Property for its permitted uses, or would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (ii) the Company does not know of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties, except for such violations that would not reasonably be expected to have a Material Adverse Effect; (iii) each of the properties Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects, except for such failures to comply that would not reasonably be expected to have a Material Adverse Effect; (iv) none of the Company or any of its subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and the Company does not know of any such condemnation or zoning change which is threatened and which if consummated would have a Material Adverse Effect; (v) to the knowledge of the Company, there is no uncured events of default, or events that, with the passage of time or the giving of notice or both, would constitute a default under any of the leases governing the Properties, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus, and except such defaults that would not have a Material Adverse Effect; and (vi) all of the leases and subleases of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights subsidiaries under which the Company or any of its Subsidiaries holds or uses subsidiaries occupy their leased properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions except as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise reasonably be expected to have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any governmental or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not otherwise reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Company and each of its the Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, and good and valid title to all of their real and personal property described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the business businesses of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as described in the Registration Statement and Prospectus or those matters that (i) do not materially affect the value of the properties of the Company and its Subsidiaries, considered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties property by the Company and its Subsidiaries, considered as one enterprise; and all any of the leasesSubsidiaries or (ii) would not, subleases, and other rights under which the Company individually or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectaggregate, with such exceptions as would not have or reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement, and neither the Company nor any Time of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted Sale Prospectus or the Prospectus as being leased by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted Subsidiaries is held by them under valid, existing and enforceable leases, subleases, and other rights. The except those that (A) do not materially interfere with the use made or proposed to be made of such property by the Company and each or any of its the Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which (B) would not havenot, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each of the properties of the Company and the Subsidiaries complies with all applicable Laws (including building and zoning Laws and Laws relating to access to such properties) except for such failures to comply that could not, individually or in the aggregate, have a Material Adverse Effect. None of the Company or the Subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company and the Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all of their real and personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business of the Company and or such Subsidiary, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not reasonably be ​ expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of owned by the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties by of the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company knows of no such condemnation or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effectzoning change which is threatened, with except for such exceptions as that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not have, individually or in the aggregate, a Material Adverse Effect.

Title to Real and Personal Property. The Except as set forth in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have good and marketable title to all of their real property owned by them, good and valid title to all personal property (except Intellectual Property) described in the Registration Statement or Prospectus as being owned by them that are material to the business of the Company and such Subsidiaryits Subsidiaries taken as a whole, in each case, case free and clear of all liens, encumbrances, encumbrances and defectsclaims, except as those matters that (i) do not materially interfere with the use made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or tangible personal property described in the Registration Statement or Prospectus as being leased by the Company and Prospectus or any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially affect interfere with the value use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its SubsidiariesSubsidiaries complies with all applicable codes, considered as one enterpriselaws and regulations (including, without limitation, building and do not zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such properties property by the Company and its Subsidiaries, considered as one enterprise; and all of the leases, subleases, and other rights under which the Company Subsidiaries or any of its Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are in full force and effect, with such exceptions as would not otherwise reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights . None of the Company or its Subsidiaries under subsidiaries has received from any governmental or regulatory authorities any notice of the leases, subleases, and other rights mentioned aboveany condemnation of, or affecting or questioning zoning change affecting, the rights properties of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleasesand its Subsidiaries, and other rights. The the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and each of its Subsidiaries or otherwise have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Prospectus, subject to such qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or licenses the lack of which would not havea Material Adverse Effect, individually or in the aggregate, a Material Adverse Effect.