Common use of Properties Clause in Contracts

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, (b) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its 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 its 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 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Change.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus Either Purchaser or the Time one of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: Subsidiaries (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with respect to its xxxxx past practice) (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with respect to its non-producing properties in exploration prospectsthe Owned Properties that constitute real property, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, 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 preventPurchaser’s Knowledge, the continued effective ownershiplessor. There are no pending or, leasingto Purchaser’s Knowledge, licensing, exploration, development or production or use of such real property threatened (in writing) condemnation proceedings against the business of the Company as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeReal Property.

Properties. Except as otherwise set forth would not reasonably be likely, either individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause to have a Material Adverse ChangeEffect on Company, the Company has title to or one of its properties as follows: Subsidiaries (a) with respect has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by Company or one of its xxxxx Subsidiaries or acquired after the date thereof (including leasehold interests and appurtenant personal propertyexcept properties sold or otherwise disposed of since the date thereof in the ordinary course of business) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with respect to its non-producing properties in exploration prospectsthe Owned Properties, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, or to the knowledge of Company, the lessor. There are no pending or, to the knowledge of Company, threatened condemnation proceedings against any Real Property that is material to Company. Other than the Owned Property, neither the Company will be, subject to restrictions which would prohibit, and no statements nor any of facts relating to the actions or inaction of another person or entity or his or its ownership, leasing, licensing, or use of Subsidiaries owns 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeproperty.

Properties. (i) As of the date of this Agreement, neither the Company nor any of its Subsidiaries currently owns in fee any real property or interests in real property. Except as otherwise set forth would not reasonably be expected to have, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeEffect, each of the Company and its Subsidiaries, in the case of leased property and leased tangible assets, has title to valid and enforceable leasehold interests in, all of its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)tangible assets, such title is good and free and clear of all liensLiens, security interests, pledges, charges, encumbrances, mortgages except for (1) Liens for taxes not yet due and restrictionspayable or that are being contested in good faith through appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b2) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ or similar Liens incurred in the ordinary course of business, consistent with past practice, in each case for sums not yet due and payable or due, but not delinquent or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP in the most recent financial statements contained in the Filed SEC Documents, (3) Liens imposed or promulgated by applicable Law or any Governmental Entity with respect to its non-producing properties real property, including zoning, building, fire, health and environmental laws and similar regulations, (4) pledges or deposits in exploration prospectsconnection with workers’ compensation, such title was investigated unemployment insurance, social security and other similar legislation, (5) Liens incurred in accordance the ordinary course of business, consistent with customary industry procedures prior past practice, in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the Company’s acquisition thereof; performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, (c6) with respect any XXXX licenses and any licenses of and other grants of rights to its real property other than oil and gas interests, such title is good and marketable free and clear use Intellectual Property rights entered into in the ordinary course of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; business and (d7) Liens incurred in the ordinary course of business consistent with respect past practice that would not reasonably be expected to its 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 interfere adversely in a material way with the Company lies in an area which is, or to the knowledge use of the Company will beproperties or assets encumbered thereby (collectively, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Change“Permitted Liens”).

Properties. Except as otherwise set forth would not reasonably be expected, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause to have a Material Adverse ChangeEffect on Purchaser, the Company has title to Purchaser or one of its properties as follows: Subsidiaries (a) with respect has good and insurable title to all the properties and assets reflected in the latest audited balance sheet included in such Purchaser SEC Reports as being owned by Purchaser or one of its xxxxx Subsidiaries or acquired after the date thereof (including leasehold interests and appurtenant personal propertyexcept properties sold or otherwise disposed of since the date thereof in the ordinary course of business) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Purchaser Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept Permitted Encumbrances, pledges, charges, encumbrances, mortgages and restrictions, (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Purchaser SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Purchaser Leased Properties” and, collectively with respect to its non-producing properties in exploration prospectsthe Purchaser Owned Properties, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Purchaser Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, or to the knowledge Knowledge of Purchaser, the Company will belessor. There are no pending or, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction Knowledge of another person or entity or his or its ownershipPurchaser, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, threatened (in writing) condemnation proceedings against 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangePurchaser Real Property.

Properties. (a) Except as otherwise provided in Schedule 2.8 of the Wellsford Disclosure Letter, Wellsford or the Wellsford Subsidiary set forth on Schedule 2.2 of the Wellsford Disclosure Letter owns fee simple title to each of the real properties identified in Schedule 2.8 of the Wellsford Disclosure Letter (the "Wellsford Properties"), which are all of the real estate properties owned by them, in each case (except as provided below) free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title ("Encumbrances"). Except as set forth in Schedule 2.2 or Schedule 2.8 of the Wellsford Disclosure Letter, no other Person has any ownership interest in any of the Wellsford Properties, and any such ownership interest so scheduled does not materially detract from the value of, or materially interfere with the present use of, any of the Wellsford Properties subject thereto or affected thereby. The Wellsford Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "Property Restrictions"), except for (i) Encumbrances and Property Restrictions set forth in the Registration StatementWellsford Disclosure Letter, the Prospectus (ii) Property Restrictions imposed or the Time of Sale Prospectus promulgated by law or such as in the aggregate does not now cause any governmental body or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) authority with respect to its xxxxx (real property, including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases zoning regulations, provided they does not held by production), such title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, (b) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to materially adversely affect the Company’s acquisition thereof; (c) with respect to its 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 its 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 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 current use of any real Wellsford Property, (iii) Encumbrances and Property Restrictions disclosed on existing title reports or personal property exists existing surveys (in either case copies of which title reports and surveys have been delivered or will exist made available to EQR and listed in the Wellsford Disclosure Letter), which would preventEncumbrances and Property Restrictions, in any event, do not materially detract from the continued effective ownershipvalue of, leasingor materially interfere with the present use of, licensingany of the Wellsford Properties subject thereto or affected thereby, explorationand (iv) mechanics', development carriers', workmen's, repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, which, individually or production in the aggregate, do not materially detract from the value of or materially interfere with the present use of such real property in the business any of the Company as presently conducted Wellsford Properties subject thereto or as the Registration Statementaffected thereby, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate and do not now cause otherwise materially impair business operations conducted by Wellsford and will not the Wellsford Subsidiaries. Except as provided in Schedule 2.8 of the future cause Wellsford Disclosure Letter, no portion of any of the Wellsford Properties is located in a Material Adverse Changeflood zone area "V".

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time Each of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to and its properties as follows: Subsidiaries (a) with respect has good and marketable and indefeasible title to all the properties, assets and premises owned by the Company or any of its xxxxx Subsidiaries (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Company Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens not yet delinquent which are being contested in good faith by appropriate proceedings, pledges(ii) Liens for Taxes not yet due and payable or that are being contested in good faith and for which adequate reserves have been established and reflected on the financial statements of the Company, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties as bank facilities and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee or sublessee of all properties, assets and premises leased or subleased by the Company or one of its Subsidiaries (the “Company Leased Properties” and, collectively with respect to its non-producing properties in exploration prospectsthe Company Owned Properties, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Company Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, chargesand each such lease is valid without default thereunder by the lessee or sublessee or, encumbrancesto the Knowledge of the Company, mortgages the lessor. None of the Company or any of its Subsidiaries owns, and restrictions; and no such entity is in the process of foreclosing (dwhether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with respect to its personal property other than that appurtenant to its oil and gas interestspast practice, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No any real property or premises on the date hereof in whole or in part. Section 3.21 of the Company Disclosure Schedule contains a complete and correct list of (i) all Company Owned Properties, including real property designated as “other real estate owned, leased, licensed, or used ” by the Company lies in an area which is, and other real property or to premises operated by the knowledge Company or any of its Subsidiaries as of the date hereof and (ii) all Company will beLeased Properties and together with a list of all applicable leases or subleases (each, subject to restrictions which would prohibit, a “Lease”) 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 name of the Company as presently conducted lessor or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changesublessor.

Properties. Except (a) Section 3.8 of the Disclosure Schedule sets forth the address and description of each Owned Real Property. With respect to each Owned Real Property: (i) except as otherwise set forth in Section 3.8 of the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeDisclosure Schedule, the Company or a Subsidiary thereof (as the case may be) has good and marketable fee simple title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)such Owned Real Property, such title is good and which shall be free and clear of all liensLiens as of the Closing, security interests, pledges, charges, encumbrances, mortgages and restrictionsexcept for Permitted Liens, (bii) except as set forth in Section 3.8 of the Disclosure Schedule, Company or a Subsidiary thereof has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. There are no proceedings in eminent domain or other similar proceedings pending or, to the Knowledge of the Company, threatened, affecting any portion of the Owned Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending or threatened, relating to the ownership, lease, use, occupancy or operation by any Person of any Owned Real Property. The current use of the Owned Real Property does not violate in any material respect any instrument of record or agreement affecting such Owned Real Property. There is no violation of any covenant, condition, restriction, easement, agreement or order of any governmental authority having jurisdiction over any of the Owned Real Property that affects such Owned Real Property or the use or occupancy thereof, except a violation which would not result in material Liabilities to the Company or any of its Subsidiaries or otherwise reasonably be expected to have a Material Adverse Effect. No damage or destruction has occurred with respect to its non-producing properties any of the Owned Real Property that, individually or in exploration prospectsthe aggregate, such title was investigated in accordance with customary industry procedures prior has had or resulted in, or will have or result in, material Liabilities to the Company’s acquisition thereof; (c) with respect Company or any of its Subsidiaries or otherwise reasonably be expected to its 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 its 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 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause have a Material Adverse ChangeEffect.

Properties. Except as otherwise set (a) As of the date of the First Amendment Effective Date, Schedule 3.05 sets forth the address of each parcel of real property that is owned by or leased to any Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists (after giving effect to any applicable notice requirement or grace period) except to the extent any such failure of such leases to be in full force and effect, or any default, could not reasonably be expected, either individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as to result in the aggregate does not now cause or will in the future cause a Material Adverse ChangeEffect. Each of the Loan Parties and each of its Subsidiaries has good and indefeasible title to, the Company has title to its properties as follows: (a) with respect to its xxxxx (including or valid leasehold interests in, all of its real and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, (b) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property Liens other than oil those permitted by Section 6.02. To the Loan Parties’ knowledge, no holding, injunction, decision or judgment has been rendered by any Governmental Authority and gas interests, such title is good and marketable free and clear none of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and the Loan Parties or any of their respective Subsidiaries has entered into any settlement stipulation or other agreement (dexcept license agreements in the ordinary course of business) with respect to its personal property other than that appurtenant to its oil and gas interests, such title is free and clear which would cancel the validity of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, the Loan Parties’ or used any of their Subsidiaries’ rights in any Intellectual Property owned by the Company lies or any of its Subsidiaries (the “Borrower Intellectual Property”) in an area which isany respect that would reasonably be expected to have a Material Adverse Effect. To the Loan Parties’ knowledge, no pending claim has been asserted or to threatened in writing by any Person challenging the knowledge of use by the Company will beor any of its Subsidiaries of any Borrower Intellectual Property or the validity of any Borrower Intellectual Property, subject except in each case as would not reasonably be expected to restrictions which would prohibithave a Material Adverse Effect. To the Loan Parties’ knowledge, 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 Borrower Intellectual Property by the Company as presently conducted or as its Subsidiaries does not infringe on the Registration Statement, the Prospectus or the Time rights of Sale Prospectus indicates it contemplates conducting, except as may any other Person in a manner that would reasonably be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause expected to have a Material Adverse ChangeEffect. The Company and its Subsidiaries have taken all commercially reasonable actions that in the exercise of their reasonable business judgment should be taken to protect the Borrower Intellectual Property, including Borrower Intellectual Property that is confidential in nature, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) Security and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is subsidiaries have good and marketable title, free and clear of all liens, security interests, pledgesencumbrances, charges, defaults or equitable interests to all of the properties and assets, real and personal, reflected in the Security SEC Documents as being owned by Security as of March 31, 2000, or acquired after such date, except (i) liens for current taxes in amounts not yet due and payable, (ii) pledges to secure deposits and other liens incurred in the ordinary course of banking business, (iii) such imperfections of title, easements, encumbrances, mortgages and restrictions, (b) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrancesdefaults or equitable interests, mortgages if any, as do not affect the use of properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties, (iv) dispositions and restrictions; encumbrances in the ordinary course of business none of which exceed $25,000 in the aggregate, and (dv) with respect liens on properties acquired in foreclosure or on account of debts previously contracted. All leases pursuant to which Security or any of its subsidiaries, as lessee, leases real or personal property other than (except for leases that appurtenant have expired by their terms or that Security or any such subsidiary has agreed to terminate since the date hereof) are valid without default thereunder by the lessee or, to Security's knowledge, the lessor. All of the assets of Security and its oil subsidiaries are in good operating condition and gas interestsrepair, ordinary wear and tear excepted, and are adequate to continue to conduct the business of Security and its subsidiaries as such title is free businesses are presently being conducted. All buildings and clear improvements of Security are in good condition (normal wear and tear excepted), are structurally sound and are not in need of material repairs, are fit for their intended purposes and are adequately serviced by all liens, security interests, pledges, charges, encumbrances, mortgages and restrictionsutilities necessary for the effective operation of business as presently conducted at that location. No real property ownedof Security or its subsidiaries is in material violation of any zoning regulation, leasedbuilding restriction, licensedrestrictive covenant, ordinance, or used by the Company lies in an area which isother law, order, regulation or to the knowledge of the Company will be, subject to restrictions which would prohibit, and no statements of facts requirement relating to the actions any Security real property. There is no proposal under active consideration by any public or inaction of another person governmental authority or entity or his or its ownership, leasing, licensing, or use to acquire Security real property for any governmental purpose. No real property is the subject 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changecondemnation action.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does could not now cause or will in the future cause reasonably be expected to have a Material Adverse ChangeEffect, as of the Company has title to its properties as follows: Initial Borrowing Date (a) with respect to its xxxxx (including leasehold interests and appurtenant personal propertyi) each of such Leases listed on Schedule 9.05(a) and its non-producing oil (ii) each of such leases and gas properties (including undeveloped locations subleases listed on leases held by production and those leases not held by productionSchedule 9.05(b), such title in each case, is good valid and free enforceable in accordance with its terms and clear of all liensis in full force and effect, security interests, pledges, charges, encumbrances, mortgages and restrictions, (b) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its 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 its 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 lies in an area which is, or to the knowledge of the Company will beBorrower and the other Credit Parties, subject no default by any party to restrictions which would prohibitany such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and no statements personal property and valid leasehold interests in (or otherwise has the right to use), all of facts relating its Leased Real Property, in each case as is necessary to the actions conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or inaction elsewhere in this Agreement, from time to time, if it comes to the knowledge of another person the Borrower that any of the Owned Real Property or entity or his or its ownership, leasing, licensing, or use Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of any real or personal property exists or will exist which would preventthe Initial Borrowing Date, the continued Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business as of the Company as presently conducted or as date hereof and (iii) if it comes to the Registration Statement, knowledge of the Prospectus or Borrower within five Business Days of the Time Initial Borrowing Date that any of Sale Prospectus indicates it contemplates conducting, except as may the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changedeemed removed from Schedule 9.05(a).

Properties. Except as otherwise set forth in any such case as, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does has not now cause or will in the future cause had and would not reasonably be expected to have a Material Adverse ChangeEffect on the Company, the Company has title to its properties as follows: (a) with respect to the real property owned by the Company or its xxxxx Subsidiaries (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Owned Real Property”), such title is (1) the Company or one of its Subsidiaries, as applicable, has good and marketable title to the Owned Real Property, free and clear of all liensany Liens, security interests, pledges, charges, encumbrances, mortgages and restrictionsother than (A) statutory Liens securing payments not yet due or being contested in good faith by appropriate proceedings, (bB) with respect to its non-producing properties Liens for current Taxes and assessments not yet past due or the amount or validity of which is being contested in exploration prospectsgood faith by appropriate proceedings, such title was investigated (C) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title is good and marketable free and clear ordinary course of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 lies in an area which is, or to the knowledge business of the Company will beor such Subsidiary consistent with past practice and (D) easements, subject to restrictions which would prohibitrights of way and any such matters of record, Liens and no statements other imperfections of facts relating to title that do not, individually or in the actions or inaction of another person or entity or his or its aggregate, materially impair the continued ownership, leasing, licensing, or use and operation of any real or personal property exists or will exist the assets to which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property they relate in the business of the Company and its Subsidiaries as presently currently conducted (“Permitted Liens”) and (2) there are no outstanding options or as rights of first refusal to purchase the Registration StatementOwned Real Property, or any portion of the Owned Real Property or interest therein. With respect to the real property leased or subleased to the Company or its Subsidiaries, the Prospectus lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and neither the Time Company nor any of Sale Prospectus indicates it contemplates conductingits Subsidiaries is in breach of or default under such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement except as may in each case, for such invalidity, failure to be properly described binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations or repudiations that, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do have not now cause had and will would not in the future cause reasonably be expected to have a Material Adverse ChangeEffect on the Company. Section 3.19 of the Company Disclosure Letter contains a true and complete list, as of the date hereof, of all Owned Real Property (together with all land, buildings, structures, fixtures and improvements located thereon) and leased premises, as well as (x) a description of the principal functions conducted as of the date hereof at each parcel of Owned Real Property or leased premise and (y) a correct street address and such other information as is reasonably necessary to identify each parcel of Owned Real Property.

Properties. Except as otherwise set forth would not reasonably be expected to have, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeEffect on the Company, the Company or one of its Subsidiaries (i) has good, transferable, insurable (or similar) and marketable title to all the properties and assets reflected in the latest audited balance sheet included in the Company SEC Documents as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (except properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionsold or otherwise disposed of since the date thereof in the ordinary course of business), such title is good and free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (A) statutory liens securing payments not yet due, (B) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, chargescovenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (C) mortgages, encumbrancesor deeds of trust, mortgages security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company (such liens, imperfections and restrictionsirregularities in clauses (A), (bB) and (C), “Company Permitted Liens”), and (ii) is the lessee of all leasehold estates reflected in the latest audited financial statements included in the Company SEC Documents or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with respect past practice) and is in possession of the properties purported to its non-producing properties in exploration prospectsbe leased thereunder, and each such title was investigated in accordance with customary industry procedures prior lease is valid without default thereunder by the lessee or, to the Company’s acquisition thereof; (c) with respect to its 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 its 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 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 preventKnowledge, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. (a) Except as otherwise set forth would not have, and would not reasonably be expected to have, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Company Material Adverse ChangeEffect, the Company or one of the Company Subsidiaries owns fee simple title to, or has title a leasehold interest in, each of the real properties identified as owned or leased by the Company in the Company SEC Reports or otherwise that is purported to its properties as follows: be owned or leased by the Company or a Company Subsidiary (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productioncollectively, the “Company Properties”). In each case, such title is good and Company Properties are owned or leased, as the case may be, free and clear of all liens, mortgages or deeds of trust, claims against title, charges which are liens, security interestsinterests or other encumbrances on title (“Encumbrances”), pledges, except for (i) liens for Taxes or other governmental charges, encumbrances, mortgages assessments or levies that are not yet due and restrictions, (b) with respect to its non-producing properties payable or the validity of which is being contested in exploration prospects, such title was investigated in accordance with customary industry procedures prior to good faith by appropriate proceedings and for which there are adequate reserves on the Company’s acquisition thereof; (c) with respect to its 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 its 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 lies in an area which is, or to the knowledge financial statements of the Company will be(if such reserves are required by GAAP), subject to restrictions (ii) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or other similar liens arising or incurred in the ordinary course of business consistent with past practice that are not yet due and payable or the validity of which would prohibitis being contested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of the Company (if such reserves are required by GAAP), or that are not otherwise material, (iii) Encumbrances disclosed in the public records or in existing title policies, the existence of which does not, and no statements of facts relating to would not reasonably be expected to, materially impair the actions or inaction of another person or entity or his or its ownershipmarketability, leasing, licensing, value 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 and enjoyment of such real property in and (iv) other Encumbrances that do not, and would not reasonably be expected to, materially impair or interfere with the business marketability, value or use and enjoyment of the Company any such real property (as presently conducted or as the Registration Statementsuch property is currently being used or, the Prospectus or the Time of Sale Prospectus indicates it contemplates conductingwith respect to any development properties, except as may intended to be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeused).

Properties. Except as otherwise set forth disclosed in the Registration StatementFirst-Knox XXX Documents filed prior to the date of this Agreement or in writing to the other party prior to the date hereof, First-Knox xx one of its Subsidiaries (i) has good and marketable title to all the Prospectus or the Time of Sale Prospectus or such as properties and assets reflected in the aggregate does not now cause latest audited balance sheet included in such First-Knox XXX Documents as being owned by First-Knox xx one of its Subsidiaries or will acquired after the date thereof which are material to First-Knox'x xxxiness on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionordinary course of business), such title is good and free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever except (A) statutory liens securing payments not yet due, (B) liens on assets of Subsidiaries of First-Knox xxxch are incurred in the ordinary course of their banking business and (C) such imperfections or irregularities of title, claims, liens, charges, security interests, pledges, charges, encumbrances, mortgages use restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and restrictions, (bii) with respect is the lessee of all leasehold estates reflected in the latest audited financial statements included in such First-Knox XXX Documents or acquired after the date thereof which are material to its nonbusiness on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to First-producing properties in exploration prospectsKnox'x xxxwledge, such title was investigated in accordance with customary industry procedures prior to as of the Company’s acquisition thereof; (c) with respect to its real property other than oil date hereof, the lessor. First-Knox xxx furnished true and gas interests, such title is good and marketable free and clear correct copies of all liens, security interests, pledges, charges, encumbrances, mortgages deeds and restrictions; and (d) with respect to its 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 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 leases 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 owned or leased by First-Knox xx any Subsidiary of the Company as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeFirst-Knox.

Properties. Except as otherwise set forth would not reasonably be likely, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause to have a Material Adverse ChangeEffect on Xxxxxx, the Company has title to Xxxxxx or one of its properties as follows: Subsidiaries (a) with respect has good and marketable title to all the material properties and material assets reflected in the latest audited balance sheet included in the Xxxxxx SEC Reports as being owned by Xxxxxx or one of its xxxxx Subsidiaries or acquired after the date thereof (including leasehold interests and appurtenant personal propertyexcept properties sold or otherwise disposed of since the date thereof in the ordinary course of business) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Xxxxxx Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all material leasehold estates reflected in the latest audited financial statements included in such Xxxxxx SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Xxxxxx Leased Properties” and, collectively with respect to its non-producing properties in exploration prospectsthe Owned Properties, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Xxxxxx Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the material properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, or to the knowledge of Xxxxxx, the Company will belessor. There are no pending or, subject to restrictions the knowledge of Xxxxxx, threatened (in writing) condemnation proceedings against the Xxxxxx Real Property, which would prohibitnot reasonably be likely, and no statements of facts relating to the actions individually 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 Statementaggregate, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause to have a Material Adverse ChangeEffect on Xxxxxx.

Properties. Except as otherwise set forth Each of the Company and the Company Subsidiaries has good, valid and, in the Registration Statementcase of real property, marketable fee simple, title to all the Prospectus material assets and properties that it owns and that are reflected on the Company's consolidated balance sheet as of September 30, 1999, or the Time that were thereafter acquired (except for assets and properties sold, consumed or otherwise disposed of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held ordinary course of business by production and those leases not held by productionthem since such date), and such title is good assets and properties are owned free and clear of all liens, security interestsclaims and Encumbrances, pledges, charges, encumbrances, mortgages except for (a) liens for taxes and restrictionsassessments not yet due and payable or for taxes the validity of which is being contested in good faith, (b) with respect liens, claims and Encumbrances to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to secure indebtedness reflected on the Company’s acquisition 's consolidated balance sheet as of September 30, 1999, or indebtedness (including purchase money indebtedness) incurred in the ordinary course of business and consistent with past practice after the date thereof; , (c) with respect to its real property mechanic's, materialmen's and other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages claims and restrictions; Encumbrances that have arisen in the ordinary course of business and (d) with respect to its personal property other than that appurtenant to its oil imperfections of title and gas interests, such title is free and clear of all liens, security interestsclaims and Encumbrances the existence of which do not have a Material Adverse Effect on the Company. The Company and each Company Subsidiary is not, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used by nor will the Company lies or any Company Subsidiary be as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement or the consummation of the transactions contemplated by this Agreement, in an area breach of any lease agreement to which isthe Company or any Company Subsidiary is a party (the "Company Leases") the breach of which could reasonably be expected to have a Material Adverse Effect on the Company or cause a loss of material rights under any Company Lease, and such execution, delivery and performance will not otherwise give rise to any right of any third party to terminate any Company Lease, the termination of which could reasonably be expected to have a Material Adverse Effect on the Company or to cause a loss or impairment of material rights under any Company Lease. All the knowledge material buildings, structures, equipment and other tangible assets of the Company will be, subject to restrictions which would prohibit, and no statements the Company Subsidiaries (whether owned or leased) are in normal operating condition (normal wear and tear excepted) and are fit for use in the ordinary course of facts relating business of the Company. Notwithstanding anything to the actions contrary, no representations or inaction of another person or entity or his or its ownership, leasing, licensing, or use of warranties set forth in this Section 3.13 shall apply to any real or personal property exists of the Company or will exist which would prevent, any Company Subsidiary that is surplus to the continued effective ownership, leasing, licensing, exploration, development or production or use operating needs of such real property in the business of the Company or any Company Subsidiary as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeconducted.

Properties. The Company or a subsidiary of the Company (each a "Company Property Owner") owns fee simple title to each of the real properties (or the applicable portion thereof) described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 as being owned in fee, as adjusted to reflect purchases and sales disclosed in the Company SEC Reports prior to the date hereof (collectively, the "Company Properties"), and a valid leasehold estate to each of the real properties subject to a lease described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as adjusted to reflect purchases and sales disclosed in the Company SEC Reports prior to the date hereof (collectively, the "Leased Properties"). Except as otherwise set forth would not, individually or in the Registration Statementaggregate, have a Company Material Adverse Effect, the Prospectus or interests of the Time of Sale Prospectus or such as Company Property Owners in the aggregate does not now cause or will in Company Properties and the future cause a Material Adverse ChangeLeased Properties are good, marketable and insurable, and the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and same are owned free and clear of all Encumbrances except for (i) liens, mortgages or deeds of trust, claims against title, options, rights of first offer or refusal, charges which are liens, security interestsinterests or other encumbrances on title (collectively, pledges, charges, encumbrances, mortgages and restrictions"Encumbrances") related to indebtedness incurred in the ordinary course of business, (bii) with inchoate Encumbrances imposed for construction work in progress, including mechanics' liens, workers' or repairmen's liens, or otherwise incurred in the ordinary course of business that do not adversely affect in any material respect to its non-producing properties the use or operation of the applicable Company Property, (iii) easement agreements that do not adversely affect in exploration prospectsany material respect the use or operation of the applicable Company Property, such (iv) matters as would be disclosed on current title was investigated reports or surveys that arise in the ordinary course and do not adversely affect in any material respect the value, use or operation of the applicable Company Property, (v) real estate Taxes and special assessments not yet due and payable (except as are being contested in good faith by appropriate proceedings or for which reserves in accordance with customary industry procedures prior to generally accepted accounting practices have been set forth on the Company’s acquisition thereof; books of the relevant Company Property Owner), (cvi) with respect to its real property leases or 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; occupancy agreements affecting a Company Property and (dvii) with respect to its personal property other than Encumbrances that appurtenant to its oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictionswould not have a Company Material Adverse Effect. No real property owned, leased, licensed, written termination of or used notice of default has been received by the Company lies in an area which is, or any of its subsidiaries under a ground lease relating to the knowledge Lease Properties, except as would, individually or in the aggregate, have a Company Material Adverse Effect. Except as would not have a Company Material Adverse Effect, valid policies of title insurance have been issued insuring the Company Property Owner's fee simple title or leasehold estate to each of the Company will be, subject to restrictions which would prohibitProperties, 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 material claim has been made against 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changepolicies.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus Purchaser or the Time one of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: Subsidiaries (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with respect to its xxxxx past practice) (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with respect to its non-producing properties in exploration prospectsthe Owned Properties, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, or to the knowledge of Purchaser’s Knowledge, the Company will belessor. There are no pending or, 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 ownershipPurchaser’s Knowledge, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, threatened (in writing) condemnation proceedings against 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeReal Property.

Properties. Except as otherwise set forth Momentive or one of its Subsidiaries (i) has good and valid title to all the properties and assets reflected in the Registration Statement, latest audited balance sheet included in Momentive SEC Documents as being owned by Momentive or one of its Subsidiaries or acquired after the Prospectus date thereof that are material to Momentive’s business on a consolidated basis (except properties sold or otherwise disposed of since the Time of Sale Prospectus or such as date thereof in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionordinary course of business), such title is good and free and clear of all claims, liens, security interests, pledges, charges, encumbrancessecurity interests or encumbrances of any nature whatsoever, mortgages and restrictionsexcept (A) statutory liens securing payments not yet due, (bB) with respect to its non-producing properties liens on assets of Subsidiaries of Momentive incurred in exploration prospectsthe ordinary course of their business and (C) such imperfections or irregularities of title, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interestsclaims, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrancessecurity interests or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, mortgages and restrictions; and (dii) with respect is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Momentive SEC Documents or acquired after the date thereof that are material to its personal property other than business on a consolidated basis (except for leases that appurtenant have expired by their terms since the date thereof) and is in possession of the properties purported to its oil be leased thereunder, and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, 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 preventMomentive’s knowledge, the continued effective ownershiplessor, leasing, licensing, exploration, development or production or use of such real property except in the business case of the Company clauses (i) and (ii) above as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may would not reasonably be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause expected to have a Material Adverse Changematerial adverse effect on Momentive.

Properties. (a) Except as otherwise set forth would not, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause reasonably be expected to have a Material Adverse ChangeEffect, the Company or a subsidiary of the Company (i) has good, marketable and fee simple title to its the Company Owned Real Property and (ii) holds a valid leasehold interest in all properties as follows: (a) with respect subject to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)a Company Real Property Lease, such title is good and in each case free and clear of all liens, security interestsencumbrances, pledges, charges, encumbrances, mortgages and restrictions, (b) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledgesadverse claims, mortgages, deeds of trust, hypothecations, charges or conditional sale or similar restrictions (“Liens”), except in all cases for (A) statutory liens securing payments not yet due or delinquent or which are being contested in good faith, (B) (i) such minor title defects or irregularities of title, non-monetary Liens, charges, encumbranceseasements, mortgages rights of way, covenants and restrictions; other restrictions or encumbrances and (dii) with respect such matters which would be shown by a current title report or other similar report and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection, as do not, in each case, materially affect the use, occupancy or marketability of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (C) encumbrances for current Taxes or other governmental charges not yet due or delinquent, or for Taxes that are being contested in good faith by appropriate proceedings, (D) pledges or deposits made in the ordinary course of business to its personal property secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (E) mechanics’, carriers’, workmen’s, repairmen’s or other than like encumbrances arising or incurred in the ordinary course of business for amounts not yet past due or that appurtenant are being contested in good faith by appropriate proceedings and (F) liens, mortgages, or deeds of trust, security interests or other encumbrances on title related to its oil indebtedness reflected on the consolidated financial statements of the Company (items in clauses (A) through (F) referred to herein as “Permitted Liens”). Section 3.14(a)(i) of the Company Disclosure Schedule contains a true and gas interests, such title is free and clear complete list of all liens, security interests, pledges, charges, encumbrances, mortgages real properties (by name and restrictions. No real property owned, leased, licensed, or used location) owned by the Company lies or any of its subsidiaries as of the date hereof, in an area which is, or each case that are material to the knowledge Company and its subsidiaries, taken as a whole, (the “Company Material Owned Real Property”). The leases for real properties set forth on Section 3.14(a)(ii) of the Company will be, subject Disclosure Schedule shall be referred 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 herein as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a “Company Material Adverse ChangeReal Property Leases”.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus The Company or the Time one of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: Subsidiaries (a) with respect has good and insurable title to all the properties and assets owned by the Company or one of its xxxxx Subsidiaries (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Company Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties as bank facilities and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee or subleassee of all leasehold leased or subleased by the Company or one of its Subsidiaries (the “Company Leased Properties” and, collectively with respect to its non-producing properties in exploration prospectsthe Company Owned Properties, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Company Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or subleassee or, or to the knowledge Knowledge of the Company, the lessor. None of the Company will be, subject to restrictions which would prohibitor any of its Subsidiaries owns, and no statements such entity is in the process of facts relating foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the actions or inaction ordinary course of another person or entity or his or its ownershipbusiness consistent with past practice, leasing, licensing, or use of any real property or personal property exists premises on the date hereof in whole 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 part. Section 3.21(a) of the Company as presently conducted Disclosure Schedule contains a complete and correct list of all Company Owned Properties. Section 3.21(b) of the Company Disclosure Schedule contains a complete and correct list of all Company Leased Properties and together with a list of all applicable leases or as subleases and the Registration Statementname of the lessor or sublessor (each, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Change“Lease”).

Properties. Except as otherwise set forth would not have or reasonably be expected to have, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeEffect, the Company has title to its properties as followsCompany: (a) has good title to all tangible personal property reflected in the latest balance sheet included in the SEC Reports as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionpast practice), such title is good and free and clear of all Liens, except (i) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (iii) other statutory liens securing payments not yet due, (iv) purchase money Liens and Liens securing rental payments under capital lease arrangements, (v) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, chargescovenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, encumbrances(vi) mortgages, mortgages or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the financial statements included in the Financial Statements and restrictions(vii) other Liens being contested in good faith in the ordinary course of business or which would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (collectively, the “Permitted Liens”); and (b) with respect is the lessee of all leasehold estates reflected in the latest Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business) and is in possession of the properties purported to its non-producing properties in exploration prospectsbe leased thereunder, and each such title was investigated in accordance with customary industry procedures prior lease is valid without material default thereunder by the lessee or, to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interestsknowledge, 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 its 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 restrictionsthe lessor. No real property owned, leased, licensed, or used by the The Company 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 does not own 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeproperty.

Properties. (a) Except as otherwise set forth on Schedule 5.15(a), each of the Company and its Subsidiaries has good, valid and marketable title to, or in the Registration Statementcase of leased properties and assets, valid leasehold interests in, all the Prospectus assets and properties that it owns or uses and that are reflected on the Time of Sale Prospectus Company’s most recent consolidated balance sheet (or such as in the aggregate does not now cause or will footnotes related thereto) included in the future cause Available Company SEC Documents (the “Company Balance Sheet”), or that were thereafter acquired (except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since such date) except where the failure to have such title or valid leaseholds would not reasonably be expected to have a Material Adverse ChangeEffect, the Company has title to its and such assets and properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and are owned free and clear of all liensLiens, security interests, pledges, charges, encumbrances, mortgages and restrictionsexcept for (a) Liens reflected in the consolidated balance sheet of the Company included in the Available Company SEC Documents, (b) with respect to Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such properties by the Company or any of its non-producing properties Subsidiaries in exploration prospectsthe operation of their respective businesses, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real Liens for current Taxes, assessments or governmental charges or levies on property other than oil not yet delinquent and gas interestsLiens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the appropriate financial statements, 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 its personal property other than that appurtenant to its oil inchoate mechanics’ and gas interestsmaterialmen’s Liens for construction in progress, such title is free (e) workmen’s, repairmen’s, warehousemen’s 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 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 carrier’s Liens arising in the ordinary course of business of the Company as presently conducted and (f) Liens which have not and would not reasonably be expected to have, individually or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeEffect.

Properties. Except as otherwise set forth Hexion or one of its Subsidiaries (i) has good and valid title to all the properties and assets reflected in the Registration Statement, latest audited balance sheet included in Hexion SEC Documents as being owned by Hexion or one of its Subsidiaries or acquired after the Prospectus date thereof that are material to Hexion’s business on a consolidated basis (except properties sold or otherwise disposed of since the Time of Sale Prospectus or such as date thereof in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionordinary course of business), such title is good and free and clear of all claims, liens, security interests, pledges, charges, encumbrancessecurity interests or encumbrances of any nature whatsoever, mortgages and restrictionsexcept (A) statutory liens securing payments not yet due, (bB) with respect to its non-producing properties liens on assets of Subsidiaries of Hexion incurred in exploration prospectsthe ordinary course of their business and (C) such imperfections or irregularities of title, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interestsclaims, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrancessecurity interests or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, mortgages and restrictions; and (dii) with respect is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Hexion SEC Documents or acquired after the date thereof that are material to its personal property other than business on a consolidated basis (except for leases that appurtenant have expired by their terms since the date thereof) and is in possession of the properties purported to its oil be leased thereunder, and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, 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 preventHexion’s knowledge, the continued effective ownershiplessor, leasing, licensing, exploration, development or production or use of such real property except in the business case of the Company clauses (i) and (ii) above as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may would not reasonably be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause expected to have a Material Adverse Changematerial adverse effect on Hexion.

Properties. Except as otherwise set forth The Company or one of its subsidiaries (a) has good title to all the properties and assets reflected in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as latest audited balance sheet included in the aggregate does not now cause Company SEC Reports as being owned by the Company or will one of its subsidiaries or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except for (i) properties sold or otherwise disposed of since the date thereof in the future cause ordinary course of business or (ii) properties the loss of which would not, individually or in the aggregate, have a Material Adverse Change, Effect on the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionCompany), such title is good and free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (i)(A) statutory liens for taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by the Company and its subsidiaries and for which appropriate reserves have been established in accordance with GAAP; (B) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of business, provided that the obligations secured by such liens are not yet due and payable or are being contested in good faith for which appropriate reserves have been established; and (C) Liens incurred in the ordinary course of business which are not material to the Company or its businesses or assets (collectively, “Permitted Liens”), (ii) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, chargescovenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties and (iii) mortgages, encumbrancesor deeds of trust, mortgages security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company, and restrictions, (b) with respect is the lessee of all leasehold estates reflected in the latest audited financial statements included in the Company SEC Reports or acquired after the date thereof that are material to its non-producing business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) and is in possession of the properties in exploration prospectspurported to be leased thereunder, and each such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title lease is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 valid without default thereunder by the Company 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 Prospectus lessee or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. Except as disclosed on Part A of SCHEDULE 3.19, Eldorado does not hold title to or a beneficial interest in any real property other than OREO. The only real properties leased or otherwise set forth occupied by or in the Registration Statementpossession of Eldorado (excluding OREO and property occupied only as lender in possession, in each case provided that Eldorado is conducting no business in such property, and excluding the Prospectus or owned properties disclosed on Part A of SCHEDULE 3.19), are those properties identified on Part B of SCHEDULE 3.19. Eldorado has good and valid title to all of the Time of Sale Prospectus or such as tangible personal property and assets which are used in the aggregate does not now cause operation of its business and which it owns or will in the future cause a Material Adverse Changepurports to own, the Company and has good and valid title to its properties as follows: (a) with respect all of the leasehold interests in all leases of real or personal property which it leases or purports to its xxxxx (lease, including all personal property, leasehold interests and appurtenant personal property) and its non-producing oil and gas properties other assets reflected as owned or leased, as applicable, by Eldorado in the Most Recent Financial Statements (including undeveloped locations on leases held by production and those leases not held by productionexcept in each case for assets disposed of since the Most Recent Balance Sheet Date in the ordinary course of business consistent with past practice), such title is good and in each case free and clear of all any liens, security interestsencumbrances or other imperfections of title other than such liens, pledgesencumbrances or imperfections as (a) are reflected, charges, encumbrances, mortgages and restrictionsreserved against or otherwise disclosed in the Most Recent Financial Statements, (b) with respect to its non-producing properties in exploration prospectsarise out of Taxes not yet due or payable, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; or (c) with respect relate to its real property other than oil immaterial properties or assets or otherwise could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Eldorado enjoys peaceful 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 its 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 lies in an area which is, or to the knowledge undisturbed possession of the Company will be, subject to restrictions which would prohibit, and no statements applicable leased asset under all leases 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 under which it is operating or will exist to which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use it is a party. All of such real property leases are valid, subsisting and in full force and effect and there are no existing defaults or events which, with the passage of time or the giving of notice, or both, would constitute defaults by Eldorado or, to Eldorado's knowledge, by any other party thereto, except for such defaults, if any, which could not, individually or in the business of the Company as presently conducted or as the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may reasonably be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause expected to have a Material Adverse ChangeEffect. All items of real or personal property owned or used by Eldorado and material to its business have been properly maintained and, to Eldorado's Knowledge, are in good operating order and repair.

Properties. Except as otherwise set forth would not reasonably be expected, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause to have a Material Adverse ChangeEffect on Company, the Company has title to or one of its properties as follows: Subsidiaries (a) with respect has good and insurable title to all the properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by Company or one of its xxxxx Subsidiaries or acquired after the date thereof (including leasehold interests and appurtenant personal propertyexcept properties sold or otherwise disposed of since the date thereof in the ordinary course of business) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Company Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with respect to its non-producing properties in exploration prospectsthe Company Owned Properties, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Company Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, or to the knowledge Knowledge of Company, the lessor. There are no pending or, to the Knowledge of Company, threatened (in writing) condemnation proceedings against 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeReal Property.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus Company or the Time one of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: Subsidiaries (a) has good and marketable title to all the properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in such Company SEC Reports as being owned by Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with respect to its xxxxx past practice) (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the latest audited financial statements or latest interim financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with respect to its non-producing properties in exploration prospectsthe Owned Properties, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, or to the knowledge Knowledge of Company, the Company will belessor. There are no pending or, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction Knowledge of another person or entity or his or its ownershipCompany, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, threatened (in writing) condemnation proceedings against 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeReal Property.

Properties. (i) Except as otherwise set forth would not have, or would not reasonably be expected to have, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a VEREIT Material Adverse ChangeEffect, as of the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictionsdate hereof, (bA) with respect VEREIT has delivered to its non-producing properties or made available to Realty Income a copy of each Material VEREIT Lease that is true and complete in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; all material respects. (cB) with respect to its 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 its 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 lies in an area which is, or to the knowledge of VEREIT, as of the Company will bedate hereof, subject to restrictions which would prohibiteach Material VEREIT Lease is in full force and effect, and no statements neither VEREIT nor any of facts relating its Subsidiaries nor, to the actions or inaction knowledge of another person or entity or his or its ownershipVEREIT, leasingany other party to a Material VEREIT Lease, licensingis in default beyond any applicable notice and cure period under any Material VEREIT Lease, or use which default is in effect on the date of this Agreement and (C) neither VEREIT, VEREIT OP nor any of their Subsidiaries has, prior to the date hereof, received from any counterparty under any Material VEREIT Lease a notice from the tenant of any real or personal property exists or will exist which would preventintention to vacate and terminate prior to the end of the term of such Material VEREIT Lease. Section 3.1(p)(i) of the VEREIT Disclosure Letter sets forth, as of December 31, 2020, a complete list of all Material VEREIT Leases, including, with respect to each Material VEREIT Lease, the continued effective ownershipaddress, leasingthe identities of the landlord and tenant, licensingthe square feet of rented area, exploration, development or production or use the annualized rent as of the date hereof and the remaining term of such real property in the business lease. Except as set forth on Section 3.1(p)(i) of the Company as presently conducted VEREIT Disclosure Letter or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may has been resolved prior to the date hereof, as of the date of this Agreement, (1) no tenant under any Material VEREIT Lease is currently asserting in writing a right to cancel or terminate such Material VEREIT Lease prior to the end of the current term, and (2) neither VEREIT, VEREIT OP nor any of their Subsidiaries has received notice of any insolvency or bankruptcy proceeding (or threatened proceedings) involving any tenant under any Material VEREIT Lease where such proceeding remains pending, except, in each case, as would not reasonably be properly described in the Registration Statementexpected, the Prospectus individually or the Time of Sale Prospectus or such as in the aggregate do not now cause to be material and will not in the future cause adverse to VEREIT and its Subsidiaries, taken as a Material Adverse Changewhole.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with With respect to its xxxxx the real property owned by Standard Pacific or any Subsidiary (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionsuch property collectively, the “Standard Pacific Owned Real Property”), such title except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Standard Pacific Material Adverse Effect, (i) either Standard Pacific or a Subsidiary of Standard Pacific has good and valid title to such Standard Pacific Owned Real Property, free and clear of all liensLiens other than any such Lien (A) for Taxes or governmental assessments, security interestscharges or claims of payment not yet due, pledges, charges, encumbrances, mortgages or which are being contested in good faith and restrictionsfor which adequate accruals or reserves have been established, (bB) with respect to its non-producing properties which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, or other similar lien arising in exploration prospectsthe ordinary course of business, such title was investigated (C) which is disclosed on the most recent consolidated balance sheet of Standard Pacific or notes thereto included in accordance with customary industry procedures the Standard Pacific SEC Documents filed prior to the Company’s acquisition thereof; date hereof or securing liabilities reflected on such balance sheet, (cD) with respect which was incurred in the ordinary course of business since the date of such recent consolidated balance sheet of Standard Pacific or (E) which would not reasonably be expected to its real property materially impair the continued use of a Standard Pacific Owned Real Property or a Standard Pacific Leased Real Property as currently operated (each of the foregoing, a “Standard Pacific Permitted Lien”) (and conditions, covenants, encroachments, easements, restrictions and other than oil and gas interestsencumbrances that do not materially adversely affect the use of the Standard Pacific Owned Real Property by Standard Pacific for residential home building), (ii) there are no reversion rights, outstanding options or rights of first refusal in favor of any other party to purchase, lease, occupy or otherwise utilize such title is good and marketable free and clear Standard Pacific Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially adversely affect the use by Standard Pacific for residential home building of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; the Standard Pacific Owned Real Property affected thereby and (diii) with respect to neither Standard Pacific nor its personal property other than that appurtenant to Subsidiaries have collaterally assigned or granted a security interest in the Standard Pacific Owned Real Property except for the Standard Pacific Permitted Liens. Neither Standard Pacific nor any of its oil Subsidiaries has received notice of any pending, 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 to the knowledge of the Company will beStandard Pacific there is no pending or threatened condemnation or eminent domain proceeding with respect to any Standard Pacific Owned Real Property, subject except proceedings which are not having or would not reasonably be expected to restrictions which would prohibithave, and no statements of facts relating to the actions individually 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 Statementaggregate, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Standard Pacific Material Adverse ChangeEffect.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (ai) Other than with respect to its xxxxx the Xxxxx Real Properties (including leasehold interests and appurtenant personal propertywhich are addressed in clauses (ii)-(v) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionof this Section 4.1(o)), such title is Xxxxx or one of its Subsidiaries (A) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in the Xxxxx SEC Documents as being owned by Xxxxx or one of its Subsidiaries or acquired after the date thereof that are material to Penny’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, except (1) statutory Liens securing payments not yet due, (2) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, chargescovenants and other restrictions or encumbrances as do not affect in any material respect the current use of the properties or assets subject thereto or affected thereby or otherwise impair in any material respect the business operations at such properties and (3) mortgages, encumbrancesdeeds of trust or security interests related to indebtedness reflected on the consolidated financial statements of Xxxxx (such Liens in clauses (1) through (3), mortgages “Xxxxx Permitted Liens”), and restrictions, (bB) with respect is the lessee of all leasehold estates reflected in the latest audited financial statements included in the Xxxxx SEC Documents or acquired after the date thereof that are material to its non-producing business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) and is in possession of the properties in exploration prospectspurported to be leased thereunder, and each such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title lease is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 valid without any material default thereunder by the Company lies in an area which islessee or, 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 preventPenny’s knowledge, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. Except as otherwise set forth would not constitute, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeEffect, the Company Company: (i) has good title to all tangible personal property reflected in the latest balance sheet included in the SEC Reports as being owned by the Company or one of its Subsidiaries or acquired after the date thereof that are material to the Company’s business (except properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionsold or otherwise disposed of since the date thereof), such title is good and free and clear of all security interests, liens, claims, pledges, charges or other encumbrances (“Liens”), except (A) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, (B) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (C) other statutory liens securing payments not yet due, (D) purchase money Liens and Liens securing rental payments under capital lease arrangements, (E) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, chargescovenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, encumbrancesand (F) mortgages, mortgages or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the financial statements included in the Financial Statements; and restrictions, (bii) with respect is the lessee of all leasehold estates reflected in the latest Financial Statements or acquired after the date thereof that are material to its non-producing business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed) and is in possession of the properties in exploration prospectspurported to be leased thereunder, and each such title was investigated in accordance with customary industry procedures prior lease is valid without material default thereunder by the lessee or, to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interestsknowledge, 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 its 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 restrictionsthe lessor. No real property owned, leased, licensed, or used by the The Company 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 does not own 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeproperty.

Properties. (a) Except as otherwise set forth in Section 5.12(a)(i) of the Registration StatementParent Disclosure Schedule, Parent or one of Parent Subsidiaries owns good, valid, insurable and marketable fee simple title to each of the real properties identified in Section 5.12(a)(i) of the Parent Disclosure Schedule and a good and valid leasehold interest in each of the real properties identified in Section 5.12(a)(ii) of the Parent Disclosure Schedule (collectively, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production“Parent Properties”), which are all of the real estate properties owned or leased by them. In each case, except as provided below, such title is good and Parent Properties are owned or leased, as the case may be, free and clear of all liensEncumbrances, security interests, pledges, except for (i) liens for taxes or other governmental charges, encumbrances, mortgages assessments or levies that are not yet due and restrictionspayable or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of the Company (if such reserves are required by GAAP), (bii) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or other similar liens arising or incurred in the ordinary course of business consistent with past practice that are not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of the Company (if such reserves are required by GAAP), or that are not otherwise material, (iii) Encumbrances disclosed in the public records or in existing title policies that were made available to the Company on the Parent Datasite prior to the date hereof, the existence of which does not, and would not reasonably be expected to, materially impair the marketability, value or use and enjoyment of such real property, and (iv) other Encumbrances that do not, and would not reasonably be expected to, materially impair or interfere with the marketability, value or use and enjoyment of any such real property (as such property is currently being used or, with respect to its non-producing properties in exploration prospectsany development properties, such title was investigated in accordance with customary industry procedures prior intended to the Company’s acquisition thereof; (c) with respect to its 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 its 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 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeused).

Properties. (a) As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does could not now cause or will in the future cause reasonably be expected to have a Material Adverse ChangeEffect, as of the Company has title to its properties as follows: Initial Borrowing Date (a) with respect to its xxxxx (including leasehold interests and appurtenant personal propertyi) each of such Leases listed on Schedule 9.05(a) and its non-producing oil (ii) each of such leases and gas properties (including undeveloped locations subleases listed on leases held by production and those leases not held by productionSchedule 9.05(b), such title in each case, is good valid and free enforceable in accordance with its terms and clear of all liensis in full force and effect, security interests, pledges, charges, encumbrances, mortgages and restrictions, (b) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its 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 its 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 lies in an area which is, or to the knowledge of the Company will beBorrower and the other Credit Parties, subject no default by any party to restrictions which would prohibitany such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and no statements personal property and valid leasehold interests in (or otherwise has the right to use), all of facts relating its Leased Real Property, in each case as is necessary to the actions conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or inaction elsewhere in this Agreement, from time to time, if it comes to the knowledge of another person the Borrower that any of the Owned Real Property or entity or his or its ownership, leasing, licensing, or use Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of any real or personal property exists or will exist which would preventthe Initial Borrowing Date, the continued Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business as of the Company as presently conducted or as date hereof and (iii) if it comes to the Registration Statement, knowledge of the Prospectus or Borrower within five Business Days of the Time Initial Borrowing Date that any of Sale Prospectus indicates it contemplates conducting, except as may the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changedeemed removed from Schedule 9.05(a).

Properties. Except as otherwise set forth would not, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause have a Company Material Adverse ChangeEffect, the Company or one of its Subsidiaries (i) has good title to all the properties and assets reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or one of its Subsidiaries or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except properties as follows: sold or otherwise disposed of since the date thereof in the ordinary course of business) (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Owned Property”), such title is good and free and clear of all Liens, except (A) statutory liens securing payments not yet due, (B) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, chargescovenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (C) mortgages, encumbrancesor deeds of trust, mortgages security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company, and restrictions, (bii) with respect is the lessee of all leasehold estates reflected in the latest audited financial statements included in the Company Reports or acquired after the date thereof that are material to its non-producing business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (the “Leases”) and is in possession of the properties purported to be leased thereunder, and each Lease is in exploration prospectsfull force and effect and is a valid and binding obligation of, such title was investigated in accordance with customary industry procedures prior subject to the Bankruptcy and Equity Exception, the lessee and, to the Company’s acquisition thereof; (cKnowledge, the lessor. Section 5.1(t) with respect to its 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 its 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 lies in an area which is, or to the knowledge of the Company will be, subject to restrictions which would prohibit, Disclosure Letter sets forth a complete and no statements accurate list as of facts relating to the actions or inaction date of another person or entity or his or its ownership, leasing, licensing, or use this Agreement 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 (i) all real property in that is within the business Owned Property and the address and owner thereof and (ii) all Leases of the Company as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changereal property.

Properties. Except as otherwise set forth in Section 3.14 of the Registration StatementANI Disclosure Schedule, the Prospectus ANI or the Time one of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: Subsidiaries (a) with respect has good and valid title to all of its xxxxx properties and assets, including those reflected in the ANI Financial Statements as being owned by ANI or one of its Subsidiaries or acquired after the date thereof that are material to ANI’s business (including leasehold interests except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionas permitted under Section 5.1), such title is good and free and clear of all liensclaims, liens (statutory or otherwise), charges, security interests, encumbrances or other adverse claims of any nature whatsoever, including mortgages, deeds of trust, pledges, chargesoptions, encumbrancesconditional sales contracts, mortgages and assessments, levies, easements, covenants, reservations, restrictions, rights-of-way or encumbrances of any nature whatsoever (beach, a “Lien”), except (i) with respect to statutory liens securing payments not yet due or liens which are being properly contested by ANI or one of its non-producing properties Subsidiaries in exploration prospectsgood faith and by proper legal proceedings and for which adequate reserves related thereto are maintained on the ANI Financial Statements, (ii) such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interestsimperfections or irregularities of title, such title is good and marketable free and clear of all claims, liens, charges, security interests, pledgeseasements, chargescovenants and other restrictions or encumbrances as do not materially affect the use or value of the properties or assets subject thereto or affected thereby or otherwise adversely impair business operations at such properties, encumbrances(iii) mortgages, mortgages or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected in the ANI Financial Statements and restrictions; which have been or will be satisfied and released at or prior to the Closing Date, and (div) rights granted to any non-exclusive licensee of any ANI Intellectual Property in the ordinary course of business consistent with respect past practices (such liens, imperfections and irregularities in clauses (i), (ii), (iii) and (iv), “ANI Permitted Liens”), and (b) has a valid leasehold interest as a lessee of all leasehold estates reflected in the ANI Financial Statements or acquired after the date thereof which are material to its personal property other than business on a consolidated basis (except for leases that appurtenant have expired by their terms since the date thereof) and is in possession of the properties purported to its oil be leased thereunder, and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, 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 preventANI’s knowledge, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. (a) Section 3.18(a) of the Company Disclosure Letter sets forth a true and complete list of all material real property owned by the Company or any of its Subsidiaries (“Current Company Owned Real Property”) and all material property leased for the benefit of the Company or any of its Subsidiaries (“Current Company Leased Real Property”). Except as otherwise set forth as, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does has not now cause or will in the future cause had, and would not reasonably be expected to have, a Material Adverse ChangeEffect on the Company, each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Current Company Owned Real Property and (ii) good and marketable leasehold title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)all Current Company Leased Real Property, such title is good and in each case, free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages Liens except for (A) Liens for current taxes and restrictionsassessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established therefor, (bB) mechanics’, workmen’s, repairmen’s, warehousemen’s, landlords’, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (C) any matter that would be disclosed on a current title report or survey and such other matters of record, Liens and other imperfections of title, in each case, with respect to its non-producing properties Current Company Owned Real Property and Current Company Leased Real Property that do not, individually or in exploration prospectsthe aggregate, such title was investigated in accordance with customary industry procedures prior to materially impair the Company’s acquisition thereof; (c) with respect to its continued ownership, use and operation of the 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 its 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 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 they relate in the business of the Company and its Subsidiaries as presently currently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly (such matters described in the Registration Statementforegoing clauses (A)-(C), “Permitted Encumbrances”). To the Prospectus Knowledge of the Company, no parcel of Current Company Owned Real Property or Current Company Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor, nor, to the Time Knowledge of Sale Prospectus the Company, has any such condemnation, expropriation or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changetaking been proposed by any Governmental Entity.

Properties. Except as otherwise set forth would not reasonably be expected to have, individually or in the Registration Statementaggregate, a material adverse effect on Sirius, Sirius or one of its Subsidiaries (i) has good and marketable title to all the Prospectus or the Time of Sale Prospectus or such as properties and assets reflected in the aggregate does not now cause Sirius Financial Statements as being owned by Sirius or will one of its Subsidiaries or acquired after the date thereof which are material to Sirius’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionordinary course of business), such title is good and free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (A) statutory liens securing payments not yet due or liens which are being properly contested by Sirius or one of its Subsidiaries in good faith and by proper legal proceedings and for which adequate reserves related thereto are maintained on the Sirius Financial Statements, (B) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, charges, encumbrances, mortgages covenants and restrictionsother restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (bC) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the Sirius Financial Statements (except such liens which have been satisfied or otherwise discharged in the ordinary course of business since the date of the Sirius SEC Documents), and (D) rights granted to any non-exclusive licensee of any Sirius Intellectual Property in the ordinary course of business consistent with respect past practices (such liens, imperfections and irregularities in clauses (A), (B), (C) and (D), “Sirius Permitted Liens”), and (ii) is the lessee of all leasehold estates reflected in the Sirius Financial Statements or acquired after the date thereof which are material to its non-producing business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties in exploration prospectspurported to be leased thereunder, and each such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title lease is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 valid without default thereunder by the Company lies in an area which islessee or, 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 preventSirius’s knowledge, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. Except as otherwise set forth would not have or reasonably be expected to have, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeEffect, the Company or one of its Subsidiaries: (i) has good title to all the real property and tangible personal property reflected on the Audited Balance Sheet as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (except properties as follows: (a) sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionpast practice), such title is good and free and clear of all Liens, except (A) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, (B) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (C) other statutory liens securing payments not yet due, (D) purchase money Liens and Liens securing rental payments under capital lease arrangements, (E) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, charges, encumbrances, mortgages covenants and restrictionsother restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (bF) with respect mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the Audited Balance Sheet (or in the notes thereto), and (G) other Liens being contested in good faith in the ordinary course of business and which would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (ii) is the lessee or sublessee of all leasehold or subleasehold estates reflected in the latest Financial Statements or acquired after the date thereof that are material to its non-producing business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) and is in possession of the properties in exploration prospectspurported to be leased or subleased thereunder, and each such title was investigated in accordance with customary industry procedures prior lease or subleased is valid without material default thereunder by the lessee or sublessee or, to the Company’s acquisition thereof; (c) with respect to its 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 its 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 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 preventknowledge, the continued effective ownership, leasing, licensing, exploration, development lessor or production or use of such real property in the business of the Company as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changesublessor.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus Company or the Time one of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: Subsidiaries (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with respect to its xxxxx past practice) (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Company Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due or which are contested in good faith and for which adequate reserves have been taken, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and building or use restrictions, zoning and other similar encumbrances that do not in the aggregate materially affect the use of the properties or assets subject thereto or affected thereby or otherwise in the aggregate materially impair business operations at such properties and (iv) such exceptions, defects, imperfections or irregularities of title or Liens as do not in the aggregate materially affect the use of the properties or assets subject thereto or affected thereby or otherwise in the aggregate materially impair business operations at such properties (collectively, “Company Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with respect to its non-producing properties in exploration prospectsthe Company Owned Properties that constitute real property, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Company Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Company Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, or to the knowledge of Company’s Knowledge, the lessor. There are no pending or, to the Company’s Knowledge, threatened (in writing) condemnation proceedings against 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeReal Property.

Properties. Except (a) The Earlychildhood Disclosure Schedule sets forth a list of (i) all material leases to which Earlychildhood or any of its Subsidiaries is a party as otherwise set a lessee as of the date hereof (the "Earlychildhood Lease Agreements"), setting forth in the Registration Statementcase of any such lease covering real property, the Prospectus location of such real property, and (ii) all material real properties owned by Earlychildhood or any of its Subsidiaries as of the Time date hereof (the "Earlychildhood Owned Real Property"). To the knowledge of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeEarlychildhood, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) each of Earlychildhood and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is Subsidiaries has good and marketable titled to the Earlychildhood Owned Real Property and a valid and binding leasehold interest in each of the properties that is the subject of an Earlychildhood Lease Agreement, free and clear of all liensEncumbrances, security interestsexcept for (i) any Encumbrances reflected in the Earlychildhood Financial Information and the Earlychildhood Disclosure Schedule; (ii) any Encumbrances which, pledgesindividually or in the aggregate, charges, encumbrances, mortgages are not reasonably likely to have an Earlychildhood Material Adverse Effect; (iii) zoning laws and restrictionsother land use restrictions that do not impair the present or anticipated use or occupancy of the property subject thereto, (biv) with respect to its non-producing properties any Encumbrances for taxes, assessments and other governmental charges not yet due and payable or due but not delinquent or due and being contested in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereofgood faith; (cv) any mechanics' workmen's, repairmen's, warehousemen's, carrier's or other similar liens and encumbrances arising in the ordinary course of business consistent with respect to its real property other than oil and gas interests, such title is past practice or being contested in good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; faith and (dvi) with respect any Encumbrances which are matters of public record or are shown by a current title report and reflected on the Earlychildhood Disclosure Schedule (clauses (i) through (vi) above collectively referred to its 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 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 herein as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Change"Earlychildhood Permitted Encumbrances").

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus Company or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: Bank (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by Company or Company Bank or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with respect to its xxxxx past practice) (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Company Owned Properties“), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due or which are contested in good faith and for which adequate reserves have been taken, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Company Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with respect to its non-producing properties in exploration prospectsthe Company Owned Properties that constitute real property, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Company Real Property“), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Company Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies lessee or, to Company’s Knowledge, the lessor. There are no pending or, to Company’s Knowledge, threatened (in an area which is, or to the knowledge of writing) condemnation proceedings against 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeReal Property.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (ai) Other than with respect to its xxxxx the Parent Real Properties (including leasehold interests and appurtenant personal propertywhich are addressed in clauses (ii)-(iv) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionof this Section 3.2(o)), such title is Parent, AcquisitionCo or one of the other Subsidiaries of Parent (A) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in the Parent Public Documents as being owned by Parent or one of its Subsidiaries or acquired after the date thereof that are material to Parent’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, except (1) statutory Liens securing payments not yet due, (2) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, chargescovenants and other restrictions or encumbrances as do not affect in any material respect the current use of the properties or assets subject thereto or affected thereby or otherwise impair in any material respect the business operations at such properties and (3) mortgages, encumbrancesdeeds of trust or security interests related to indebtedness reflected on the consolidated financial statements of Parent (such Liens in clauses (1) through (3), mortgages “Parent Permitted Liens”), and restrictions, (bB) with respect is the lessee of all leasehold estates reflected in the latest audited financial statements included in the Parent Public Documents or acquired after the date thereof that are material to its non-producing business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) and is in possession of the properties in exploration prospectspurported to be leased thereunder, and each such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title lease is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 valid without any material default thereunder by the Company lies in an area which islessee or, 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 preventParent’s knowledge, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time Acquiror and each of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company its Subsidiaries has good and marketable title to its properties as follows: (a) with respect all assets and properties, whether real or personal, tangible or intangible, that it purports to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)own, such title is good and free and clear of all other than OREO, subject to no liens, mortgages, security interests, pledges, charges, encumbrances, mortgages encumbrances or charges of any kind except: (i) as noted in the most recent Acquiror Financial Statements and restrictions, (b) with respect to its non-producing properties incurred in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereofOrdinary Course of Business since the date of the most recent Acquiror Financial Statements; (cii) statutory liens for Taxes not yet delinquent or being contested in good faith by appropriate Proceedings and for which appropriate reserves have been established and reflected in the Acquiror Financial Statements; (iii) pledges or liens required to be granted in connection with respect the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements, securing any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities or any transaction by Acquiror Bank acting in a fiduciary capacity or otherwise incurred in the Ordinary Course of Business; (iv) easements, rights of way, and other similar encumbrances that do not materially affect the present use of the properties or assets subject thereto or affected thereby or otherwise materially impair the present business operations at such properties; (v) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held as of the date of this Agreement; (vi) liens or deposits in connection with worker's compensation, unemployment insurance, social security or other insurance; (vii) inchoate mechanic's and materialmen's liens for construction in progress and workmen's, repairmen's, warehousemen's and carrier's liens arising in the Ordinary Course of Business of Acquiror or Acquiror Bank consistent with past practice; (viii) liens existing on any asset of any Person at the time such Person is acquired by or is combined with Acquiror or any of its real Subsidiaries, provided the lien was not created in contemplation of that event; (ix) liens on 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 restrictionsrequired by Regulation W promulgated by the Federal Reserve; and (dx) with respect to its 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 lies in an area which is, or liens incidental to the knowledge conduct of the Company will be, subject to restrictions business or ownership of property of Acquiror or any of its Subsidiaries 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as do not in the aggregate do not now cause materially detract from the value of the property or materially impair the use thereof as of the date of this Agreement. Acquiror and will not in each of its Subsidiaries as lessee has the future cause a Material Adverse Changeright under valid and existing leases to occupy, use, possess and control any and all of the respective property leased by it, and each such lease is valid and without default thereunder by the lessee or, to the Knowledge of Acquiror, the lessor.

Properties. Except as otherwise set forth disclosed in Section 3.01(k) of the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeCompany Disclosure Schedule, the Company or one of its subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 1996 Balance Sheet as being owned by the Company or one of its subsidiaries (other than any such properties as follows: or assets sold or disposed of since such date in the ordinary course of business consistent with past practice) or (aB) with respect acquired after September 30, 1996 which are material to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations the Company's business on leases held by production and those leases not held by production)a consolidated basis, such title is good and free and clear of all liensLiens, security interestsexcept statutory Liens securing payments not yet due and such Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (ii) is the lessee of all leasehold estates (x) reflected in the 1996 Balance Sheet or (y) acquired after September 30, pledges1996 which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased thereunder, chargesand each such lease is in full force and effect and constitutes a legal, encumbrancesvalid and binding obligation of, mortgages and restrictionsis legally enforceable against, the respective parties thereto (bexcept as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing), and there is no default thereunder by the lessee or, to the Company's knowledge, as of the date hereof, the lessor that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil . The Company has not received written notice and gas interestsdoes not otherwise have knowledge of any pending, 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 its 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, threatened or used contemplated condemnation proceeding affecting any premises owned or leased by the Company lies in an area which is, or to the knowledge any of the Company will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions its subsidiaries or inaction of another person any part thereof or entity or his or its ownership, leasing, licensing, or use of any real sale or personal property exists other disposition of any such owned or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development leased premises or production or use any part thereof in lieu of such real property in the business of the Company as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changecondemnation.

Properties. Except as otherwise would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent, and except as set forth in Section 3.1(n) of the Registration StatementParent Disclosure Schedule, Parent or one of its Subsidiaries (i) has good and marketable title to all the Prospectus or the Time of Sale Prospectus or such as properties and assets reflected in the aggregate does not now cause Parent Financial Statements as being owned by Parent or will one of its Subsidiaries or acquired after the date thereof which are material to Parent’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionordinary course of business), such title is good and free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (A) statutory liens securing payments not yet due or liens which are being properly contested by Parent or one of its Subsidiaries in good faith and by proper legal proceedings and for which adequate reserves related thereto are maintained on the Parent Financial Statements, (B) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, charges, encumbrances, mortgages covenants and restrictionsother restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (bC) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected in the Parent Financial Statements (except such liens which have been satisfied or otherwise discharged in the ordinary course of business since the date of the Parent SEC Documents), and (D) rights granted to any non-exclusive licensee of any Parent Intellectual Property in the ordinary course of business consistent with respect past practices (such liens, imperfections and irregularities in clauses (A), (B), (C), and (D) “Parent Permitted Liens”), and (ii) is the lessee of all leasehold estates reflected in the Parent Financial Statements or acquired after the date thereof which are material to its non-producing business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties in exploration prospectspurported to be leased thereunder, and each such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title lease is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 valid without default thereunder by the Company lies in an area which islessee or, 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 preventParent’s knowledge, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. Except as otherwise set forth would not reasonably be expected to have, individually or in the Registration Statementaggregate, a material adverse effect on ev3, ev3 or one of its Subsidiaries (i) has good and valid title to all the Prospectus or the Time of Sale Prospectus or such as properties and assets reflected in the aggregate does not now cause ev3 Financial Statements as being owned by ev3 or will one of its Subsidiaries or acquired after the date thereof which are material to ev3’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionordinary course of business), such title is good and free and clear of all Liens, except (A) statutory liens securing payments not yet due or liens which are being properly contested by ev3 or one of its Subsidiaries in good faith and by proper legal proceedings and for which adequate reserves related thereto are maintained on the ev3 Financial Statements, (B) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, charges, encumbrances, mortgages covenants and restrictionsother restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (bC) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected in the ev3 Financial Statements (except such liens which have been satisfied or otherwise discharged in the ordinary course of business since the date of the ev3 SEC Documents), and (D) rights granted to any non-exclusive licensee of any ev3 Intellectual Property in the ordinary course of business consistent with respect past practices (such liens, imperfections and irregularities in clauses (A), (B), (C) and (D), “ev3 Permitted Liens”), and (ii) is the lessee of all leasehold estates reflected in the ev3 Financial Statements or acquired after the date thereof which are material to its non-producing business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties in exploration prospectspurported to be leased thereunder, and each such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title lease is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 valid without default thereunder by the Company lies in an area which islessee or, 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 preventev3’s knowledge, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. Except as otherwise set forth disclosed in Section 3.01(k) of the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeCompany Disclosure Schedule, the Company or one of its Subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the Interim Balance Sheet as being owned by the Company or one of its Subsidiaries (other than any such properties as follows: (a) or assets sold or disposed of since September 30, 1998 in the ordinary course of business consistent with respect to its xxxxx (including leasehold interests and appurtenant personal propertypast practice) and its non-producing oil and gas properties (including undeveloped locations B) acquired after September 30, 1998 which are material to the Company's business on leases held by production and those leases not held by production)a consolidated basis, such title is good and in each case free and clear of all liensLiens, security interestsexcept statutory Liens securing payments not yet due and such Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (ii) is the lessee of all leasehold estates (x) reflected in the Interim Balance Sheet and (y) acquired after September 30, pledges1998 which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased thereunder, chargesand each such lease is in full force and effect and constitutes a legal, encumbrancesvalid and binding obligation of, mortgages and restrictionsis legally enforceable against, the respective parties thereto (bexcept as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing), and there is no default thereunder by the lessee or, to the Company's knowledge, the lessor that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil . The Company has not received written notice and gas interestsdoes not otherwise have knowledge of any pending, 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 its 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, threatened or used contemplated condemnation proceeding affecting any premises owned or leased by the Company lies in an area which is, or to the knowledge any of the Company will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions its Subsidiaries or inaction of another person any part thereof or entity or his or its ownership, leasing, licensing, or use of any real sale or personal property exists other disposition of any such owned or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development leased premises or production or use any part thereof in lieu of such real property in the business of the Company as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changecondemnation.

Properties. Except as otherwise set forth would not have or reasonably be expected to have, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeEffect, the Company has title to or any of its properties as followsSubsidiaries: (a) has good title to all tangible personal property reflected in the Balance Sheet as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionpast practice), such title is good and free and clear of all Liens, except (i) statutory Liens for current Taxes or other governmental charges not yet due and payable, (ii) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (iii) other statutory liens securing payments not yet due, (iv) purchase money Liens and Liens securing rental payments under capital lease arrangements, (v) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, chargescovenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, encumbrancesand (vi) mortgages, mortgages or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the financial statements included in the Financial Statements (collectively, the “Permitted Liens”); and restrictions, (b) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to is the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title is good and marketable free and clear lessee of all liensleasehold estates reflected in the latest Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or been assigned, security intereststerminated or otherwise disposed of in the ordinary course of business) and is in possession of the properties purported to be leased thereunder, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without material default thereunder by the Company lies in an area which islessee or, or to the knowledge of the Company, the lessor. 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 does not own 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeproperty.

Properties. Except as otherwise set forth would not have, or would not reasonably be expected to have, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeEffect, the Company has title to or one of its properties Subsidiaries, as follows: the case may be, (a) holds good title to all real property assets reflected in the latest balance sheet included in the SEC Reports as being owned by the Company or its Subsidiaries (collectively, with respect to its xxxxx real property, the “Owned Real Property”) or acquired after the date thereof that are material to the Company’s business on a consolidated basis (including leasehold interests except for properties and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionassets sold or otherwise disposed of since the date thereof), such title is good and free and clear of all Liens, except (i) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (iii) other statutory Liens securing payments not yet due, and (iv) such imperfections or irregularities of title, claims, liens (including mechanics’ liens), charges, security interests, pledgeseasements, chargescovenants and other restrictions or encumbrances as do not materially affect the current or intended use of the properties or assets subject thereto or affected thereby or otherwise materially impair current or planned business operations at such properties (collectively, encumbrances, mortgages and restrictionsthe “Permitted Liens”), (b) with respect holds the Owned Real Property, or any portion thereof or interest therein, free of any outstanding options or rights of first refusal or offer to its non-producing properties purchase or lease, (c) is the lessee of all leasehold estates reflected in exploration prospects, such title was investigated in accordance with customary industry procedures prior the Financial Statements or acquired after the date thereof that are material to the Company’s acquisition business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of since the date thereof; ) (c) collectively, with respect to its real property other than oil and gas interestsproperty, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; the “Leased Real Property”) and (dx) with respect is in possession of the properties purported to its personal property other than that appurtenant to its oil be leased thereunder, and gas interestseach such lease is valid and in full force and effect, such title is free constitutes a valid 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 to the knowledge binding obligation of the Company will beor the applicable Subsidiary of the Company, subject to restrictions which would prohibit, the Bankruptcy 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 Equity Exception and (y) the Company as presently conducted has not received any written notice of termination or as the Registration Statement, the Prospectus cancellation of or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus a breach or the Time of Sale Prospectus or default under any such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelease.

Properties. Except as otherwise set forth would not reasonably be expected, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause to have a Material Adverse ChangeEffect on Company, the Company has title to or one of its properties as follows: Subsidiaries (a) with respect has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by Company or one of its xxxxx Subsidiaries or acquired after the date thereof (including leasehold interests and appurtenant personal propertyexcept properties sold or otherwise disposed of since the date thereof in the ordinary course of business) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with respect to its non-producing properties in exploration prospectsthe Owned Properties, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, or to the knowledge Knowledge of Company, the Company will belessor. There are no pending or, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction Knowledge of another person or entity or his or its ownershipCompany, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, threatened (in writing) condemnation proceedings against 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeReal Property.

Properties. Except (a) With respect to the real property owned by the Company or its Subsidiaries and the Improvements (as otherwise set forth in the Registration Statementdefined below) thereon (collectively, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change“Owned Real Property”), the Company or one of its Subsidiaries, as applicable, has good and marketable title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)the Owned Real Property, such title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, any Lien (other than Permitted Liens); (b) with respect to its non-producing properties in exploration prospectsthe real property leased, such title was investigated in accordance with customary industry procedures prior subleased or licensed to the Company or its Subsidiaries and the Improvements (as defined below) thereon (collectively, “Leased Real Property”), the Company or one of its Subsidiaries, as applicable, has a good and valid leasehold interest, free and clear of any Lien (other than Permitted Liens) in all such Leased Real Property and the lease, sublease or license with respect to such Leased Real Property is valid, and binding on the Company or its Subsidiaries, as applicable, and to the knowledge of the Company’s acquisition thereof, each other party thereto, and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder; (c) with respect to tangible assets, the Company or one of its real property other than oil and gas interestsSubsidiaries, such title is as applicable, has a good and marketable valid fee title or leasehold interest, free and clear of any Lien (other than Permitted Liens) in all lienssuch tangible assets that are necessary for the Company and its Subsidiaries to conduct their respective businesses as currently conducted, security interestsexcept as has not had or would not reasonably be expected to have, pledgesindividually or in the aggregate, charges, encumbrances, mortgages and restrictionsa Material Adverse Effect on the Company; and (d) with respect all buildings, structures, fixtures and improvements included within the Owned Real Property and Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to its personal property other than that appurtenant to its oil ordinary wear and gas intereststear, such title is free and clear of all liensare adequate and suitable for the purposes for which they are presently being used or held for use, 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 to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would substantially interfere with the current use, occupancy or operation thereof; and (e) the Company will behas not received written notice with respect to the Owned Real Property or the Leased Real Property from any Governmental Entity pertaining to any violation of any law, subject to restrictions ordinance, rule or regulation, which would prohibit, and no statements of facts relating have or would reasonably be expected to have a Material Adverse Effect on 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 Company. Section 4.18 of the Company as presently conducted Disclosure Schedule contains a true and complete list of all Owned Real Property or as the Registration Statement, the Prospectus or the Time Leased Real Property. The applicable Tenant with respect to any Leased Real Property enjoys peaceful and undisturbed possession of Sale Prospectus indicates it contemplates conductingsuch Leased Real Property, except as may be properly described for any such failure to do so that, individually or in the Registration Statementaggregate, the Prospectus would not have or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause reasonably be expected to have a Material Adverse ChangeEffect.

Properties. Except as otherwise set forth would not reasonably be expected to have, individually or in the Registration Statementaggregate, a material adverse effect on Company, Company or one of its Subsidiaries (i) has good and marketable title to all the Prospectus or the Time of Sale Prospectus or such as properties and assets reflected in the aggregate does not now cause Company Financial Statements as being owned by Company or will one of its Subsidiaries or acquired after the date thereof which are material to Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionordinary course of business), such title is good and free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (A) statutory liens securing payments not yet due or liens which are being properly contested by Company or one of its Subsidiaries in good faith and by proper legal proceedings and for which adequate reserves related thereto are maintained on the Company Financial Statements, (B) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, charges, encumbrances, mortgages covenants and restrictionsother restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (bC) with respect to its non-producing properties in exploration prospectsmortgages, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title is good and marketable free and clear or deeds of all lienstrust, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect interests or other encumbrances on title related to its 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 indebtedness reflected on the Company lies Financial Statements (except such liens which have been satisfied or otherwise discharged in an area which is, or to the knowledge ordinary course of business since the date of the Company will be, subject to restrictions which would prohibitSEC Documents), and no statements of facts relating (D) rights granted to the actions or inaction of another person or entity or his or its ownership, leasing, licensing, or use any non-exclusive licensee of any real Company Intellectual Property in the ordinary course of business consistent with past practices (such liens, imperfections and irregularities in clauses (A), (B), (C) and (D), “Company Permitted Liens”), and (ii) is the lessee of all leasehold estates reflected in the Company Financial Statements or personal property exists or will exist acquired after the date thereof which would preventare material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Company’s knowledge, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus Company or the Time one of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: Subsidiaries (a) with respect has good and insurable title to all the properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by Company or one of its xxxxx Subsidiaries or acquired after the date thereof (including leasehold interests and appurtenant personal propertyexcept properties sold or otherwise disposed of since the date thereof in the ordinary course of business) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Company Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties as bank facilities and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with respect to its non-producing properties in exploration prospectsthe Company Owned Properties, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Company Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, or to the knowledge Knowledge of Company, the lessor. There are no pending or, to the Knowledge of Company, threatened (in writing) condemnation proceedings against 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeReal Property.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus All real property owned or the Time of Sale Prospectus leased by FULB or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company UBB has title to its properties as follows: (a) with been Previously Disclosed. With respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held such real property that is owned by production and those leases not held by production)FULB or UBB, such title is FULB or UBB, as applicable, has good and marketable and insurable title, free and clear of all liensLiens, security interestsleases or other imperfections of title or survey, pledges, charges, encumbrances, mortgages except (i) Liens for current taxes and restrictionsassessments not yet due and payable and for which adequate reserves have been established, (bii) Liens set forth in policies for title insurance of such properties delivered to BAY, (iii) survey imperfections set forth in surveys of such properties delivered to BAY or (iv) as Previously Disclosed. With respect to such real property that is leased by either FULB or UBB, FULB or UBB has a good and marketable leasehold estate in and to such property (except for the matters described in clauses (i)-(iv) hereof). Except as set forth on Schedule 5.2(t) of the Disclosure Schedule: each of FULB and UBB has delivered true, correct and complete copies of such lease(s), together with all amendments thereto, to BAY; any such lease is in full force and effect and will not lapse or terminate prior to the Closing Date. To the knowledge of FULB and UBB, none of FULB, UBB and the landlord thereunder is in default of any of their respective obligations under any such lease and any such lease constitutes the valid and enforceable obligations of the parties thereto; other than as set forth on Schedule 5.2(t), the transactions contemplated hereby will not require the consent of any landlord under any such lease; and, with respect to its any mortgage, deed of trust or other security instrument which establishes a Lien on the fee interest in any real property subject to any such lease, FULB or UBB has the benefit of a non-producing properties in exploration prospectsdisturbance agreement from the holder or beneficiary of such mortgage, such title was investigated in accordance with customary industry procedures prior to deed of trust or other security instrument that provides that FULB’s and/or UBB’s use and enjoyment of the Company’s acquisition thereof; (c) with respect to its real property subject to such lease will not be disturbed as a result of the landlord’s default under any such mortgage, deed of trust or other than oil security instrument, provided neither FULB nor UBB is in default of any of its obligations pursuant to any such lease beyond the expiration of any notice and gas interests, such title cure periods. All real and personal property owned by either FULB or UBB or presently used by either FULB or UBB in its business is in good condition (ordinary wear and tear excepted) and is sufficient to carry on its business in the ordinary course of business consistent with its past practices. FULB and UBB have good and marketable and insurable title, free and clear of all liensLiens to all of its respective material properties and assets, security interestsother than real property, pledgesexcept (i) pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice, charges, (ii) such imperfections of title and encumbrances, mortgages and restrictions; if any, as are not material in character, amount or extent and (diii) with respect to its as Previously Disclosed. All personal property other than that appurtenant which is material to its oil FULB’s and gas interests, UBB’s business and leased or licensed by FULB and/or UBB is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms and such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, leases will not terminate or used by the Company lies in an area which is, or lapse prior 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeEffective Time.

Properties. Except as otherwise provided in Schedule 3.2(h) of the Camden Disclosure Letter, Camden or one of the Camden Subsidiaries own fee simple title to each of the real properties identified in Schedule 3.2(h) of the Camden Disclosure Letter (the "Camden Properties"), which are all of the real estate properties owned by them, in each case (except as provided below) free and clear of Encumbrances. The Camden Properties (other than the Camden Properties under development) are not subject to any Property Restrictions, except for (i) Encumbrances and Property Restrictions set forth in the Registration StatementCamden Disclosure Letter, the Prospectus (ii) Property Restrictions imposed or the Time of Sale Prospectus promulgated by law or such as in the aggregate does not now cause any governmental body or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) authority with respect to its xxxxx real property, including zoning regulations, provided they do not materially adversely affect the current use of any Camden Property, (including leasehold interests iii) Encumbrances and appurtenant personal propertyProperty Restrictions disclosed on existing title reports or existing surveys (in either case copies of which title reports and surveys have been delivered or made available to the Company and listed in the Camden Disclosure Letter (as such list may be updated within five (5) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productiondays of the date hereof), provided, however, platting of development land will not be shown on existing title reports), and (iv) mechanics', carriers', workmen's, repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, which, individually or in the aggregate, are not substantial in amount, do not materially detract from the value of or materially interfere with the present use of any of the Camden Properties subject thereto or affected thereby, and do not otherwise have a Camden Material Adverse Effect and which have arisen or been incurred only in the ordinary course of business. Except as provided in Schedule 3.2(h) of the Camden Disclosure Letter, valid policies of title insurance have been issued insuring Camden's or the applicable Camden Subsidiaries' fee simple title to the Camden Properties in amounts at least equal to the purchase price thereof, subject only to the matters disclosed above and on the Camden Disclosure Letter, and such title policies are, at the date hereof, in full force and effect and no material claim has been made against any such policy. Except as provided in Schedule 3.2(h) of the Camden Disclosure Letter, (i) Camden has no Knowledge that any certificate, permit or license from any governmental authority having jurisdiction over any of the Camden Properties or any agreement, easement or other right which is good necessary to permit the lawful use and free operation of the buildings and clear improvements on any of the Camden Properties or which is necessary to permit the lawful use and operation of all liensdriveways, security interestsroads and other means of egress and ingress to and from any of the Camden Properties has not been obtained and is not in full force and effect, pledgesor of any pending threat of modification or cancellation of any of same; (ii) Camden has not received written notice of any violation of any federal, chargesstate or municipal law, encumbrancesordinance, mortgages and restrictionsorder, regulation or requirement affecting any portion of any of the Camden Properties issued by any governmental authority; (biii) there are no material structural defects relating to the Camden Properties; (iv) there are no Camden Properties whose building systems are not in working order in any material respect; (v) there is no physical damage to any Camden Property in excess of $100,000 for which there is no insurance in effect covering the cost of the restoration; or (vi) there is no current renovation or restoration to any Camden Property the remaining cost of which exceeds $100,000. Neither Camden nor any of the Camden Subsidiaries has received any notice to the effect that (A) any condemnation or rezoning proceedings are pending or threatened with respect to its non-producing properties in exploration prospectsany of the Camden Properties or (B) any zoning, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interestsbuilding or similar law, such title code, ordinance, order or regulation is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 will be violated by the Company lies in an area which iscontinued maintenance, 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, operation or use of any real buildings or personal property exists other improvements on any of the Camden Properties or will exist which would prevent, by the continued effective ownershipmaintenance, leasing, licensing, exploration, development or production operation or use of such real property the parking areas. All work to be performed, payments to be made and actions to be taken by Camden or Camden Subsidiaries prior to the date hereof pursuant to any agreement entered into with a governmental body or authority in connection with a site approval, zoning reclassification or other similar action relating to the business of the Company as presently conducted Camden Properties (e.g., Local Improvement District, Road Improvement District, Environmental Mitigation) has been performed, paid or taken, as the Registration Statementcase may be, the Prospectus and Camden has no Knowledge of any planned or the Time of Sale Prospectus indicates it contemplates conductingproposed work, except as payments or actions that may be properly described in required after the Registration Statement, the Prospectus or the Time of Sale Prospectus or date hereof pursuant to such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeagreements.

Properties. Except Neither Sun nor any Sun Affiliated Entity owns any real estate other than as otherwise described in the Sun Disclosure Schedule, and all leases of real property to which Sun or an Sun Affiliated Entity is a party or by which it is bound ("Sun Property Leases") are in full force and effect and are set forth in on the Registration StatementSun Disclosure Schedule. There exists no default under such Sun Property Leases, the Prospectus nor any event which with notice or the Time lapse of Sale Prospectus time or such as in the aggregate does not now cause or will in the future cause both would constitute a default thereunder, which default would have a Material Adverse Change, Effect. All of the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held assets which are owned by production and those leases not held by production), such title is good and Sun or an Sun Affiliated Entity are owned free and clear of all liensany Lien, security interests, pledges, charges, encumbrances, mortgages except for Liens described in the Sun Disclosure Schedule or Permitted Liens (as defined below). Sun or such Sun Affiliated Entity has good and restrictions, (b) indefeasible title with respect to its non-producing such owned properties and assets subject to no Liens, other than those described in exploration prospectsthe Sun Disclosure Schedule or Liens permitted under this Section 2.14, and to all of the properties and assets necessary for the conduct of their business other than to the extent that the failure to have such title was investigated would not have a Material Adverse Effect. "PERMITTED LIENS" shall mean (i) any lien, encumbrance or defect which does not materially detract from the fair market value (free of such lien, encumbrance or defects) of the property or assets subject thereto or materially interfere with the current use by Sun of the property or assets subject thereto or affected thereby, (ii) any liens or encumbrances for taxes not delinquent or which are being contested in good faith, provided that adequate reserves for the same have been established in the most recent financial statements of Sun to the extent required by GAAP applied on a consistent basis, (iii) any liens or encumbrances for current taxes and assessments not yet past due, and (iv) any inchoate mechanics and materialmen's liens and encumbrances for construction in process, (iv) any workmen's, repairmen's, warehousemen's and carrier's liens and encumbrances arising in the ordinary course of business which do not in the aggregate materially detract from the value of Sun's business assets or properties or materially impair the use thereof or which are being contested in good faith by appropriate proceedings which have the effect of preventing the forfeiture or sale of such business or property subject to any such lien or encumbrance and for which adequate reserves have been established in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its 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 its 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 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeGAAP.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) Schedule 2.12(a) sets forth an accurate and complete list and description (by owner) of all real property leased by the Company (the "Land"). No real property is owned by the Company. The Company has a valid leasehold interest in and to the Land pursuant to the Lease, and good, marketable and insurable title to the building, fixtures and improvements thereon ("Improvements" and, together with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe Land, the "Real Property"), such title is good and in each case, free and clear of all liensLiens of any nature whatsoever, security interests, pledges, charges, encumbrances, mortgages except (i) real estate Taxes (general and restrictionsspecific) not yet due and payable, (bii) easements, covenants, restrictions and other similar encumbrances of record listed on Schedule 2.12(a) which do not currently in the aggregate interfere in any material respect with the use of the Real Property or impair in any material respect the conduct of the Business, and which, in the case of utility easements, are not located under any Improvement or amusement ride nor materially impair the use of any Improvement or amusement ride or (iii) on the date hereof (but not on the Closing Date), Liens with respect to its nonthe Retired Debt and the Released Debt (collectively, the "Permitted Liens"). Schedule 2.12(a) also sets forth with respect to such Real Property a list of all appraisal reports (if any), surveys and environmental reports held or controlled by the Sellers or the Company, copies of which have been provided to Buyer. Except as set forth in Schedule 2.12(a), all Improvements are in good operating condition (subject to normal wear and tear) with no structural or other defects known to the Sellers or the Company that could interfere in any material respect with the operation of the Business, are located within applicable boundary lines and are suitable for the purposes for which they are currently used. The Business is not in violation in any material respect of any building, zoning, anti-producing properties pollution, health, occupational safety or other Law or any Order or Permit in exploration prospectsrespect of the Real Property. Except as disclosed on Schedule 2.12(a), no person, other than the Company, has any right to occupy or possess any of the Real Property. Schedule 2.12(a) also includes a description of all water, electrical and other utilities used in the conduct of the Business which are available to the Real Property and which, as of the Closing Date, will be sufficient to permit the continued conduct of the Business substantially as it has been conducted since January 1, 1999. No portion of the Real Property lies within a wetlands area or a flood plain, and the Real Property has access to publicly dedicated roads. Except as described on Schedule 2.12(a), all of the Real Property is available for immediate use in the conduct and operations of the Business. There is no pending or, to the knowledge of Sellers or the Company, threatened condemnation or eminent domain proceedings that would adversely affect the Real Property, or any part thereof. The Company and Sellers have furnished to Buyer copies of any and all notices or reports received by any of them during the prior five years from any insurance company, engineer, or any Governmental Body with respect to any material violations (or potential material violations) of any applicable Law affecting the Real Property or otherwise requiring or recommending work be performed on or at any portion of the Real Property, and all of such title was investigated violations and requirements set forth in such notices and reports have been cured or fulfilled to the satisfaction of those entities or will be cured or fulfilled as of the Closing Date or at such later date as may be agreed upon by the parties hereto at Seller's sole expense. No person has any right to purchase (including right of first refusal right of first offer) any of the Assets (other than Inventory in the ordinary course of the Business). Sellers have heretofore delivered to Buyer a true and correct copy of the Concomitant Development Agreement, dated January 30, 1998, between the Company and the City of Federal Way (the "City") as amended on June 30, 2000 (as amended, the "Development Agreement"). The Development Agreement is a valid and binding agreement of the Company and, to the knowledge of Sellers' and the Company, the City, enforceable in accordance with customary industry procedures prior to its terms. The Company is not in default (or alleged default) under the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interestsDevelopment Agreement, such title is good and marketable free and clear of all liensnor, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 lies in an area which is, or to the knowledge of the Sellers or the Company, is the City in default thereunder, nor does any condition exist that with notice or the lapse of time or both would constitute a material default (or give rise to a termination right) thereunder. The annexation of the Real Property and the grant by the City to the Company will be, subject to restrictions which would prohibitof zoning and developmental rights described in the Development Agreement have been duly implemented, and no statements the Company is not in violation of facts any zoning or development right or regulation provided for (or annexed to) the Development Agreement. Schedule 2.12(a) includes a description of all actions that are required to be taken by the Company under the Development Agreement as of the date hereof, the required timing thereof and an estimate of the costs of each thereof. Prior to the Closing, Buyer will receive a letter from the City, reasonably acceptable to it, confirming the accuracy of the foregoing representations 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, Development Agreement as they relate to the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in City and confirming the business existence of the Company as presently conducted or as zoning and developmental rights described therein and the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeCompany's compliance therewith.

Properties. Except as otherwise set forth To Seller’s Knowledge, all real and personal property owned by Seller or any of its Subsidiaries or presently used by any of them in their respective business is in a good condition (ordinary wear and tear excepted) in all material respects and is sufficient to carry on their respective business in the Registration Statementordinary course of business consistent with past practice in all material respects. Seller has good, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Changemarketable and indefeasible title, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and free and clear of all liensLiens, security intereststo all of the material properties and assets, pledgesreal and personal, chargesreflected on the consolidated balance sheet of Seller as of September 30, encumbrances2019 included in Seller’s Securities Documents, mortgages or acquired after such date, other than properties sold by Seller or any of its Subsidiaries in the ordinary course of business consistent with past practice, except for Permitted Liens. All real and restrictionspersonal property which is material to Seller’s business on a consolidated basis and leased or licensed by Seller or any of its Subsidiaries is held pursuant to leases or licenses which are valid obligations of Seller or any of its Subsidiaries and, (b) with respect to its non-producing properties in exploration prospectsSeller’s Knowledge, are valid and binding obligations of the other parties thereto, enforceable against Seller or such title was investigated Subsidiary of Seller, and to Seller’s Knowledge, the other parties thereto, in accordance with customary industry procedures their terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles). Except as set forth in Section 5.03(s) of Seller’s Disclosure Schedule, such leases will not terminate or lapse prior to the Company’s acquisition thereof; Effective Time and do not require written notice to the lessor (cor any other third party) with respect of (i) intent to renew prior to the Effective Time in order to prevent such leases from terminating, expiring, or lapsing subsequent to the Effective Time, or (ii) intent to terminate prior to the Effective Time in order to prevent such leases from automatically renewing subsequent to the Effective Time. Since January 1, 2017, neither Seller nor any of its Subsidiaries has received any written notice of termination, cancellation, breach or default under any such real property other than oil and gas interestslease and, 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 its 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 lies in an area which is, or to the knowledge Knowledge of Seller as of the Company will bedate hereof, subject to restrictions which would prohibitno event has occurred, and no statements circumstances or condition exists, that (with or without notice or lapse of facts relating to the actions or inaction of another person or entity or his or its ownership, leasing, licensingtime, or use both) will, or would reasonably be expected to, (A) result in a violation or breach of any of the material provisions of any real property lease, (B) give any Person the right to declare a default with respect to, or personal property exists or will exist which would preventexercise any remedy under any material provision of, the continued effective ownership, leasing, licensing, exploration, development or production or use of such any real property lease, (C) give any Person the right to accelerate the maturity or performance of any real property lease, or (D) give any Person the right to cancel, terminate or modify in any material respect any real property lease. To Seller’s Knowledge, Seller and its Subsidiaries are in compliance with all applicable health and safety related requirements for the business real property owned or leased by any of them, including those requirements under the Company Americans with Disabilities Act of 1990, as presently conducted amended. Neither Seller nor any of its Subsidiaries owns or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changehas any obligation to purchase any real property.

Properties. Set forth in Section 5.1(p) of the Company Disclosure Letter is a list in all material respects of all real property (x) owned by the Company or its Subsidiaries (“Owned Real Property”) and (y) leased, subleased, or occupied by the Company or its Subsidiaries (“Leased Real Property,” and collectively with the Owned Real Property, the “Real Property”). Except as otherwise set forth would not reasonably be expected, individually or in the Registration Statementaggregate, to result in a Company Material Adverse Effect or a Plastics Material Adverse Effect, (A) the Prospectus Company or its Subsidiaries, as applicable, have good and marketable fee simple title to all of the Time of Sale Prospectus Owned Real Property that it or such as they own, including the properties reflected in the aggregate does not now cause or will Company’s most recent consolidated balance sheet included in the future cause a Material Adverse ChangeCompany’s Annual Report on Form 10-K for the year ended September 30, 2017 filed with the SEC, but excluding any property that is no longer used for the conduct of the business of the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil Subsidiaries as presently conducted or that have been disposed of in the ordinary course of business (B) the Company or its Subsidiaries, as applicable, have a valid leasehold interest in all Leased Real Property that it or they lease, and gas properties (including undeveloped locations on leases held by production each such lease constitutes a valid and those leases not held by production)binding obligation of the Company or its Subsidiaries, such title is good and free and clear of all liensas applicable, security interests, pledges, charges, encumbrances, mortgages and restrictions, (b) with respect to its non-producing properties in exploration prospects, such title was investigated enforceable in accordance with customary industry procedures prior its terms, subject, as to the Company’s acquisition thereof; enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (cregardless of whether such enforceability is considered in a proceeding in equity or at law) with respect to its 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 (dC) with respect to its personal property other than that appurtenant to its oil and gas interests, all such title Real Property is free and clear of all liensLiens, security interestsexcept for Permitted Liens. Except as would not reasonably be expected, pledgesindividually or in the aggregate, chargesto result in a Company Material Adverse Effect or a Plastics Material Adverse Effect, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used by the Company lies or its Subsidiaries, as applicable, own or have good and valid title to, free and clear of any and all Liens, except for Permitted Liens, all personal property assets, both tangible and intangible, that it or they own, including the personal property assets reflected in an area which isthe Company’s most recent consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended September 30, or to 2017 filed with the knowledge SEC, but excluding any personal property assets that are no longer used for the conduct of the businesses 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 Subsidiaries as presently conducted or as the Registration Statement, the Prospectus or the Time that have been disposed of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time ordinary course of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changebusiness.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, The Company and the Company has Subsidiaries have valid title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and free and clear of all liens, security interests, pledgesencumbrances, charges, defaults or equitable interests to all of the properties and assets, real and personal, of the Company and the Company Subsidiaries which are reflected on the Company Financial Statements as of June 30, 2002 or acquired after such date, except (i) liens for taxes not yet due and payable; (ii) pledges to secure deposits and other liens incurred in the ordinary course of business; (iii) such imperfections of title, easements and encumbrances, mortgages if any, as do not interfere in any material respect with the use of such properties and restrictionsassets as used on the date of this Agreement; (iv) dispositions and encumbrances for value in the ordinary course of business and (v) as would not, (b) with respect individually or in the aggregate, have a Material Adverse Effect on the Company. All leases pursuant to its non-producing properties which the Company or any Company Subsidiary, as lessee, leases real and personal property which, individually or in exploration prospectsthe aggregate, such title was investigated are material to the business of the Company and the Company Subsidiaries taken as a whole are valid and enforceable in accordance with customary industry procedures prior their respective terms except where the failure of such lease or leases to be valid and enforceable would not, individually or in the aggregate, have a Material Adverse Effect on the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests. Except as would not, such title is good and marketable free and clear individually or in the aggregate, have a Material Adverse Effect on the Company: each of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 the properties utilized by the Company lies in an area which is, or to the knowledge any of the Company will beor the Company Subsidiaries conforms in all material respects to currently applicable ordinances, subject to restrictions which would prohibitregulations, and no statements zoning requirements and, if required, is occupied pursuant to a certificate of facts relating to the actions or inaction of another person or entity or his or occupancy authorizing its ownership, leasing, licensing, or use of any real or personal current use; all tangible property exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property used in the business of the Company and the Company Subsidiaries is in good condition, reasonable wear and tear excepted, and is usable in the ordinary course of business consistent with past practices of the Company and the Company Subsidiaries; there is no condemnation or similar proceeding pending or threatened which would preclude or impair the use of such properties as presently conducted or as being used in the Registration Statementconduct of, and which are material to, the Prospectus business of the Company or any of the Time Company Subsidiaries; and since June 30, 2002, no property material to the Company or any of Sale Prospectus indicates it contemplates conductingthe Company Subsidiaries has been damaged in any material respect by fire, except as may be properly described in the Registration Statementstorm, the Prospectus or the Time other act of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeGod.

Properties. Except as otherwise set forth in Section 5.26 of the Registration StatementBank Disclosure Schedule, each of the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) Bank and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is Subsidiaries has good and marketable title or a valid and enforceable leasehold, as applicable, free and clear of all liensLiens, security intereststo all of the properties and assets, pledgesreal and personal, chargestangible or intangible, which are reflected on the Bank Balance Sheet as of the Bank Balance Sheet Date or acquired after such date, except (i) Liens for taxes not yet due and payable or contested in good faith by appropriate proceedings, provided taxes are paid as and when required under applicable law notwithstanding any such contest (ii) pledges to secure deposits incurred in the ordinary course of business, (iii) such imperfections of title, easements and encumbrances, mortgages and restrictionsif any, (b) as do not materially impair the use of the respective property as such property is used on the date hereof, and, with respect to all fee-owned property, do not materially impair the fair market value of such property, (iv) for dispositions of or encumbrances on such properties or assets in the ordinary course of business, (v) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s, carrier’s and other similar Liens and encumbrances arising in the ordinary course of business, (vi) Liens securing obligations that are reflected in such Bank Balance Sheet or (vii) the lessor’s interest in any such property that is leased. All material leases pursuant to which the Bank or any of its non-producing properties in exploration prospectsSubsidiaries, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interestsas lessee, 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 its 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 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 leases real or personal property exists or will exist which would preventare valid and enforceable in accordance with their respective terms and are bona fide, the continued effective ownershiparm’s length leases, leasing, licensing, exploration, development or production or use of such real property in the business at rents that constituted market rents as of the Company as presently conducted respective dates such leases were entered into. Section 5.26 of the Bank Disclosure Schedule sets forth a true, correct and complete list of all real properties owned or as leased by the Registration StatementBank or any of its Subsidiaries. The Bank has made available to Parent copies of all documents creating or evidencing fee or leasehold interests of the Bank and its Subsidiaries, the Prospectus including all modifications or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeamendments thereto.

Properties. Except as otherwise set forth disclosed in the Registration StatementRecent SEC Documents, each of the Prospectus or Company and its Subsidiaries (i) has good and indefeasible title to all the Time of Sale Prospectus or such as properties and assets reflected on the latest audited balance sheet included in the aggregate does not now cause Recent SEC Documents as being owned by the Company or will one of its Subsidiaries or acquired after the date thereof which are, individually or in the future cause aggregate, material to the Company’s business on a Material Adverse Change, consolidated basis (except properties sold or otherwise disposed of since the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productiondate thereof in the ordinary course of business), such title is good and free and clear of (A) all liensLiens except for (1) secured indebtedness as is properly reflected in the latest audited balance sheet included in the Recent SEC Documents, security interests(2) statutory liens securing payments not yet due and (3) such imperfections or irregularities of title or other Liens (other than real property mortgages or deeds of trust) as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, pledges, charges, encumbrances, and (B) all real property mortgages and restrictionsdeeds of trust except such secured indebtedness as is properly reflected in the latest audited balance sheet included in the Recent SEC Documents, and (bii) with respect is the lessee of all leasehold estates reflected in the latest audited financial statements included in the Recent SEC Documents or acquired after the date thereof which are material to its non-producing business on a consolidated basis and is in possession of the properties in exploration prospectspurported to be leased thereunder, and each such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title lease is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 valid without material default thereunder by the Company lies in an area which islessee or, 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 preventCompany, the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business lessor. The assets of the Company as presently conducted or as the Registration Statementand its Subsidiaries constitute, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statementaggregate, all the Prospectus assets (including, but not limited to, intellectual property rights) used in or necessary to the Time conduct of Sale Prospectus or such their businesses as in they currently are being conducted. They are substantially all of the aggregate do not now cause and will not in assets with which the future cause a Material Adverse ChangeCompany has conducted its historical business.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time Acquiror and each of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company its Subsidiaries has good and marketable title to its properties as follows: (a) with respect all assets and properties, whether real or personal, tangible or intangible, that it purports to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)own, such title is good and free and clear of all subject to no liens, mortgages, security interests, pledges, charges, encumbrances, mortgages and restrictions, encumbrances or charges of any kind except: (bi) with respect to its non-producing properties as noted in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereofmost recent Acquiror Financial Statements; (cii) statutory liens for Taxes not yet delinquent or being contested in good faith by appropriate Proceedings and for which appropriate reserves have been established and reflected in the Acquiror Financial Statements; (iii) pledges or liens required to be granted in connection with respect to its real the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements or otherwise incurred in the Ordinary Course of Business; (iv) easements, rights of way, and other similar encumbrances that do not materially affect the present use of the properties or assets subject thereto or affected thereby or otherwise materially impair the present business operations at such properties; (v) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held as of the date of this Agreement; (vi) liens or deposits in connection with worker’s compensation, unemployment insurance, social security or other insurance; (vii) liens existing on any asset of any Person at the time such Person is acquired by or is combined with Acquiror or any of Acquiror’s Subsidiaries, provided the lien was not created in contemplation of that event; (viii) liens on 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 restrictionsrequired by Regulation W promulgated by the Federal Reserve; and (dix) with respect to its 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 lies in an area which is, or liens incidental to the knowledge conduct of the Company will be, subject to restrictions business or ownership of property of Acquiror or any of its Subsidiaries 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as do not in the aggregate do not now cause materially detract from the value of the property or materially impair the use thereof as of the date of this Agreement. Acquiror and will not in each of its Subsidiaries as lessee has the future cause a Material Adverse Changeright under valid and existing leases to occupy, use, possess and control any and all of the respective property leased by it, and each such lease is valid and without default thereunder by the lessee or, to the Knowledge of Acquiror, the lessor.

Properties. Except as otherwise set forth would not reasonably be expected to have, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeEffect, the Company or a subsidiary of the Company owns and has good and valid title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests to, or has a good and appurtenant valid leasehold, easement, right of way, trackage rights, license or other interest in, or otherwise has a valid right of possession, use or access to, all items of real and personal property) property of the Company and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)subsidiaries, such title is good and in each case, free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, (b) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title is good and marketable free and clear of all liensclaims, security interests, pledgesoptions, defects, imperfections of title and other similar restrictions and limitations (“Liens”) (except in all cases for (A) statutory liens securing payments not yet due, (B) such imperfections or irregularities of title, Liens, charges, encumbranceseasements, mortgages covenants and restrictions; other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as currently conducted, (C) easements, rights of way or other similar matters or restrictions or exclusions which are matters of public record or which would be shown by a current title report or other similar report and any condition or other matter that would be shown or disclosed by a current and accurate survey, railroad valuation map or physical inspection of the real property, (D) encumbrances affecting the interest of the grantor of any easements benefitting any real property which were not granted by or consented to by the Company or any of its subsidiaries, (E) encumbrances for current Taxes or other governmental charges not yet due and payable or for Taxes that are being contested in good faith by appropriate proceeding and for which adequate reserves have been established in accordance with GAAP, (F) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (G) Liens granted in connection with Contracts entered into in the ordinary course of business pursuant to which a Governmental Entity will pay for a certain portion of a capital project associated with a railroad located in that Governmental Entity’s jurisdiction, (H) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business for amounts not yet past due or for such encumbrances that are being contested in good faith by appropriate proceeding and for which adequate reserves have been established and (dI) mortgages, or deeds of trust, security interests or other Liens or encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company) (items in clauses (A) through (I) referred to herein as “Permitted Liens”); provided that no representation is made under this Section 3.14 with respect to its 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 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeIntellectual Property.

Properties. Except as otherwise would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on XM, and except as set forth in Section 3.1(n) of the Registration StatementXM Disclosure Schedule, XM or one of its Subsidiaries (i) has good and marketable title to all the Prospectus or the Time of Sale Prospectus or such as properties and assets reflected in the aggregate does not now cause XM Financial Statements as being owned by XM or will one of its Subsidiaries or acquired after the date thereof which are material to XM’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionordinary course of business), such title is good and free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (A) statutory liens securing payments not yet due or liens which are being properly contested by XM or one of its Subsidiaries in good faith and by proper legal proceedings and for which adequate reserves related thereto are maintained on the XM Financial Statements, (B) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, charges, encumbrances, mortgages covenants and restrictionsother restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (bC) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected in the XM Financial Statements (except such liens which have been satisfied or otherwise discharged in the ordinary course of business since the date of the XM SEC Documents), and (D) rights granted to any non-exclusive licensee of any XM Intellectual Property in the ordinary course of business consistent with respect past practices (such liens, imperfections and irregularities in clauses (A), (B), (C), and (D) “XM Permitted Liens”), and (ii) is the lessee of all leasehold estates reflected in the XM Financial Statements or acquired after the date thereof which are material to its non-producing business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties in exploration prospectspurported to be leased thereunder, and each such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title lease is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 valid without default thereunder by the Company lies in an area which islessee or, 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 preventXM’s knowledge, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. Except as otherwise set forth The real and material personal property owned by Assabet or presently used by Assabet in its business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on its business in the Registration Statement, the Prospectus or the Time ordinary course of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company business consistent with its past practices. Assabet has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and marketable title, free and clear of all liensLiens, security intereststo all of the real and material personal properties and assets reflected on the consolidated statement of financial condition of AVB as of December 31, pledges2005, chargesincluded in the Assabet Reports or acquired after such date, other than properties sold by Assabet in the ordinary course of business, except (i) Liens for current taxes and assessments not yet due or payable, (ii) pledges to secure deposits and other Liens incurred in the ordinary course of its banking business, (iii) such imperfections of title, easements and encumbrances, mortgages if any, as are not, individually or in the aggregate, material in character, amount or extent, and restrictions(iv) as reflected on the consolidated statement of financial condition of AVB as of December 31, (b) with respect 2005, included in the Assabet Reports. All real and personal property which is material to its non-producing properties in exploration prospects, such title was investigated Assabet's business on a consolidated basis and leased or licensed by Assabet or a Subsidiary of Assabet is held pursuant to leases or licenses which are valid and enforceable in accordance with customary industry procedures their respective terms, and such leases will not terminate or lapse prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil Mid-Tier Effective Time, and gas intereststhere exists no material default under any such leases or licenses by Assabet nor, 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 its 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 lies in an area which is, or to the knowledge of the Company will beAssabet and except as set forth in Section 6.23 of Assabet's Disclosure Schedules, subject to restrictions which any event which, with notice or lapse of time or both, would prohibitconstitute a material default thereunder by Assabet, and no statements of facts relating to the actions or inaction of another person or entity or his or its ownershipexcept for such defaults which, leasing, licensingindividually, 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 aggregate, would not result in the forfeiture of the Company as presently conducted use or as occupancy of the Registration Statement, the Prospectus property covered by such lease or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changematerial liability to Assabet.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time Acquiror and each of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company its Subsidiaries has good and marketable title to its properties as follows: (a) with respect all assets and properties, whether real or personal, tangible or intangible, that it purports to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)own, such title is good and free and clear of all other than OREO, subject to no liens, mortgages, security interests, pledges, charges, encumbrances, mortgages and restrictions, encumbrances or charges of any kind except: (bi) with respect to its non-producing properties as noted in exploration prospects, such title was investigated the most recent Acquiror Financial Statements or incurred in accordance with customary industry procedures prior to the Company’s acquisition thereofOrdinary Course of Business since the date of the most recent Acquiror Financial Statements; (cii) liens for Taxes or other governmental charges not yet delinquent or being contested in good faith by appropriate Proceedings and for which liabilities have been established and reflected in the Acquiror Financial Statements; (iii) pledges or liens required to be granted in connection with respect the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements, securing any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities or any transaction by Subsidiary of Acquiror acting in a fiduciary capacity or otherwise incurred in the Ordinary Course of Business; (iv) easements, rights of way, and other similar encumbrances that do not materially affect the present use of the properties or assets subject thereto or affected thereby or otherwise materially impair the present business operations at such properties; (v) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held as of the date of this Agreement; (vi) liens or deposits in connection with worker’s compensation, unemployment insurance, social security or other insurance; (vii) mechanic’s and materialmen’s liens for construction in progress and workmen’s, repairmen’s, warehousemen’s and carrier’s liens arising in the Ordinary Course of Business of the Acquiror or its real Subsidiaries; (viii) liens existing on any asset of any Person at the time such Person is acquired by or is combined with Acquiror or any of its Subsidiaries, provided the lien was not created in contemplation of that event; (ix) liens on 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 restrictionsrequired by Regulation W promulgated by the Federal Reserve; and (dx) with respect to its 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 lies in an area which is, or liens incidental to the knowledge conduct of the Company will be, subject to restrictions business or ownership of property of Acquiror or any of its Subsidiaries 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as do not in the aggregate materially detract from the value of the property or materially impair the use thereof as of the date of this Agreement. Acquiror and each of its Subsidiaries as lessee has the right under valid and existing leases to occupy, use, possess and control any and all of the respective property leased by it, and each such lease is valid and without default thereunder by the lessee or, to the Knowledge of the Acquiror, the lessor. To the Knowledge of the Acquiror, all buildings and structures owned by the Acquiror and each of its Subsidiaries lie wholly within the boundaries of the real property owned or validly leased by it, and do not now cause and will not in encroach upon the future cause a Material Adverse Changeproperty of, or otherwise conflict with the property rights of, any other Person.

Properties. Except as Schedule 3.7 lists and describes briefly (i) all real property that the Company and the Company Subsidiaries own and (ii) all real property leased to the Company or any of the Company Subsidiaries, the location, the rent and the expiration dates, if any, under such leases. The Company has good and marketable title to, or a valid leasehold or license interest in, all tangible properties and assets (real, personal and mixed) reflected on the Company Balance Sheet or acquired after the date thereof (except for properties and assets sold or otherwise set forth disposed of in the Registration Statement, ordinary course of business since the Prospectus or the Time date of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to Balance Sheet) necessary for the present or proposed conduct of its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)business, such title is good and free and clear of any and all liensLiens, security interests, pledges, charges, encumbrances, mortgages and restrictions, subject only to (bi) statutory Liens arising or incurred in the ordinary course of business with respect to its non-producing properties which the underlying obligations are not delinquent, (ii) Liens reflected on the Company Balance Sheet or notes thereto, (iii) Liens for taxes, assessments or other governmental charges or levies which are not yet due and payable or which are being contested in exploration prospectsgood faith in appropriate proceedings and as to which adequate reserves have been set aside, and (iv) Liens which are not substantial in character, amount, or extent, and which do not materially detract from the value, or interfere with the present use, of the property subject thereto or affect thereby. The Company and each Company Subsidiary has a valid leasehold interest under each such title was investigated lease, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in accordance with customary industry procedures prior a proceeding at law or in equity), and there is no default under any such lease or, to the Company’s acquisition thereof; 's Knowledge (c) with respect to its real property as defined in Section 3.17 hereof), by any 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 its 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 lies in an area which is, or to the knowledge of the Company will be, subject to restrictions which would prohibitparty thereto, and no statements event has occurred that with the lapse of facts relating time or the giving of notice or both would constitute a default thereunder, except for defaults that are not likely to the actions result in a Business Unit Material Adverse Effect. The Company has heretofore delivered or inaction agreed to make available to News Corp. copies 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 all of the Company material written leases and licenses described on Schedule 3.7, together with all amendments thereto. Schedule 3.7 also sets forth those leases or licenses for which third- party consents as presently conducted or as a result of the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeTransactions are required.

Properties. Except with respect to Intellectual Property, which is covered by Section 4.10, and except as otherwise set forth has not had and would not reasonably be expected to have, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeEffect, the Company has and its Subsidiaries own, and have good and valid title to its all tangible personal properties as followspurported to be owned by them or a valid leasehold interest in all tangible personal properties purported to be used by them, including: (ai) with respect all personal properties reflected in the latest balance sheet included in the SEC Reports filed prior to its xxxxx the date hereof (including leasehold interests except for inventory or used or obsolete equipment sold or otherwise disposed of in the ordinary course of business since the date of such balance sheet) or acquired after the date thereof; and appurtenant (ii) all other personal property) properties reflected in the books and records of the Company and its non-producing oil Subsidiaries as being owned by the Company and gas its Subsidiaries. All of said personal properties which are owned by the Company and its Subsidiaries, and all Company Owned Real Property (including undeveloped locations on leases held by production and those leases not held by productionhereinafter defined), such title is good and are owned by them free and clear of all liensLiens, security interests, pledges, charges, encumbrances, mortgages except (1) statutory Liens for Taxes or other governmental charges not yet due and restrictionspayable or the amount or validity of which is being contested in good faith by appropriate proceedings and for which appropriate reserves have been set aside by the Company, (b2) with respect Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (3) mechanics’, materialmen’s, architects’, warehousemen’s, landlords’ and other like statutory Liens arising or incurred in the ordinary course of business, either securing payments not yet due or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been set aside by the Company, (4) such Liens as do not materially affect the use or value of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (5) mortgages or deeds of trust (to its non-producing properties the extent Made Available to Parent), (6) security interests or other encumbrances on title related to indebtedness reflected on the latest balance sheet included in exploration prospects, such title was investigated in accordance with customary industry procedures the SEC Reports filed prior to the Company’s acquisition thereof; date hereof, (c7) with respect zoning, building codes and other land use laws, imposed by any Governmental Entity having jurisdiction, that regulate use or occupancy of any Company Owned Real Property and (8) other Liens being contested in good faith in the ordinary course of business or that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (collectively, the “Permitted Liens”). All material items of equipment and other tangible properties owned by or leased to the Company or its real property other than oil and gas interests, such title is Subsidiaries are in good and marketable free safe condition and clear repair (ordinary wear and tear excepted) and are adequate in all material respects for the uses to which they are being put and for the conduct of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described its Subsidiaries in the Registration Statement, the Prospectus or the Time of Sale Prospectus or manner in which such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changebusiness is currently being conducted.

Properties. Except Company or one of its Subsidiaries, except as otherwise set forth in the Registration StatementPreviously Disclosed, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest unaudited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with respect to its xxxxx past practice) (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due or which are contested in good faith and for which adequate reserves have been taken, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with respect to its non-producing properties in exploration prospectsthe Owned Properties, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, or to the knowledge Knowledge of Company, the Company will belessor. There are no pending or, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction Knowledge of another person or entity or his or its ownershipCompany, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, threatened (in writing) condemnation proceedings against 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeReal Property.

Properties. Except Schedule 3.12 hereto sets forth a true and complete list of all real property owned, leased (as otherwise set forth lessor or lessee) or operated by the Bank or its Subsidiaries (including all of the Bank's branches and all of the Bank's properties acquired by foreclosure proceedings in the Registration Statement, ordinary course of business) as of the Prospectus date hereof. The Bank directly or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company indirectly through its Subsidiaries has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and marketable title, free and clear of all liens, security interests, pledges, encumbrances (other than leases in which the Bank is the Lessor as listed in Schedule 3.12) or charges, encumbrancesto all of the properties and assets, mortgages real and restrictionspersonal, reflected on the balance sheet included in the September 30 Call Report or acquired after such date, except (a) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings, (b) with respect pledges to secure deposits and other liens incurred in the ordinary course of the Bank's and its non-producing properties in exploration prospectsSubsidiaries' businesses, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil such imperfections of title, easements and gas interests, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; if any, as are not material in character, kind or extent, and (d) with respect dispositions and encumbrances for adequate consideration in the ordinary course of business or as expressly permitted by the terms of this Agreement after September 30, 1996. The Bank has not received any written notice of violation of any applicable zoning or environmental regulation, ordinance or other law, order, regulation, or requirement relating to its personal properties. Neither the Bank nor any of its Subsidiaries is in default, and there has not occurred any event that with the lapse of time or giving of notice or both would constitute a default, under any leases pursuant to which the Bank or any of its Subsidiaries leases any real property, except for such defaults which, individually or in the aggregate, would not result in the forfeiture of the use or occupancy of the property other than that appurtenant to its oil covered by any such lease or would not result in a Material Adverse Effect on the Bank. All such leases constitute legal, valid and gas interestsbinding obligations of the Bank or a Subsidiary of the Bank and, 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 to the knowledge of Seller, the Company will beother party thereto enforceable by the Bank in accordance with their respective terms, except that enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except that enforcement thereof may be subject to restrictions which would prohibit, general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and no statements the availability of facts relating to equitable remedies. Neither the actions or inaction Bank nor any of another person or entity or his or its ownership, leasing, licensingSubsidiaries has received any written notice of, or use of made a claim with respect to, any breach or default under any leases pursuant to which the Bank or any such Subsidiary leases 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeproperty.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect Valley and each of its Subsidiaries (a) has good and insurable title to all the properties and assets owned by Valley or any of its xxxxx Subsidiaries, as the case may be, including, but not limited to, any automated teller machines (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Valley Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties as bank facilities and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee or subleassee of all leaseholds leased or subleased by Valley or any of its Subsidiaries (the “Valley Leased Properties” and, collectively with respect to its non-producing properties in exploration prospectsthe Valley Owned Properties, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Valley Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, chargesand each such lease is valid without default thereunder by the lessee or subleassee or, encumbrancesto the Knowledge of Valley, mortgages the lessor. Neither Valley nor any of its Subsidiaries owns, or is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any real property or premises on the date hereof in whole or in part. Section 3.21(a)-(a) of the Valley Disclosure Schedule contains a complete and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, such title is free and clear correct list of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictionsthe Valley Owned Properties. No real property owned, leased, licensed, or used by the Company lies in an area which is, or to the knowledge Section 3.21(a)-(b) of the Company will be, subject to restrictions which would prohibit, Valley Disclosure Schedule contains a complete and no statements correct list of facts relating to all Valley Leased Properties and together with a list of all applicable leases or subleases and 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 name of the Company as presently conducted lessor or as the Registration Statementsublessor (each, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Change“Lease”).

Properties. (a) Section 3.21(a) of the Company Disclosure Schedule contains a list of the properties the Company or its Subsidiaries own (“Owned Properties”) and a list of the properties the Company or its Subsidiaries leases (as lessee) (“Leased Properties,” and collectively with the Owned Properties, the “Company Properties”). Except as otherwise set forth in Section 3.21(a) of the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeCompany Disclosure Schedule, the Company has title to and its properties as follows: (a) with respect to its xxxxx (including Subsidiaries own good, marketable and insurable fee or leasehold interests in each of the Company Properties, and appurtenant personal propertythe same are owned (or leased) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and free and clear of all Encumbrances except for (a) liens, mortgages or deeds of trust, claims against title, options, rights of first offer or refusal, charges which are liens, security interestsinterests or other encumbrances (collectively, pledges, charges, encumbrances, mortgages and restrictions“Encumbrances”) on title as set forth in Section 3.21(a) of the Company Disclosure Schedule, (b) with inchoate Encumbrances imposed for construction work in progress, including mechanics’ liens, workers’ or repairmen’s liens, or otherwise incurred in the ordinary course of business which (i) are not yet due and payable, (ii) are duly budgeted to be paid and (iii) do not materially detract from value of or do not adversely affect in any material respect to its non-producing properties in exploration prospectsthe value, such title was investigated in accordance with customary industry procedures prior to use or operation of the Company’s acquisition thereof; applicable Company Property, (c) with property restrictions imposed or promulgated by legal requirements that do not adversely affect in any material respect to its real property other than oil and gas intereststhe value, such title is good and marketable free and clear use or operation of all liensthe applicable Company Property, security interestsincluding zoning regulations, pledgeswhich, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 lies in an area which is, or to the knowledge of the Company will beare not violated by the current use of the Company Properties, subject (d) matters disclosed on the current title reports or surveys (in either case copies of which title reports and surveys have been delivered to restrictions or made available to Acquiror) that do not adversely affect in any material respect the value, use or operation of the applicable Company Property, (e) real estate Taxes and special assessments not yet due and payable (except as are being contested in good faith by appropriate proceedings or for which reserves in accordance with generally accepted accounting practices have been set forth on the books of the relevant Company Property Owner), (f) ground leases, space leases or other occupancy agreements affecting a Company Property set forth in Section 3.21(a) of the Company Disclosure Schedule (which Schedule includes a true and correct rent roll for all space leases and residential leases) and (g) other Encumbrances set forth on the Company Disclosure Schedule. Except as would prohibitnot have a Company Material Adverse Effect, valid policies of title insurance have been issued insuring the Company interest in each of the Company Properties, 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 material claim has been made against 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changepolicies.

Properties. Except as otherwise set forth 4.14 Schedule 4.14.1-1 is a correct and complete list, and a brief ----------------- description of, all real estate in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Changewhich HCVT, the Company or any of the Company Subsidiaries has an ownership interest (the "OWNED PROPERTY") and all real property leased by HCVT and the Company (the "LEASED PROPERTY"). Except as lessee of Leased Property, neither HCVT, the Company nor any Company Subsidiary is a lessee under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which another Person has granted to HCVT, the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. HCVT, the Company or one or more of the Company Subsidiaries has good and marketable fee simple title to its properties the Owned Property and, assuming good title in the landlord, a valid leasehold interest in the Leased Property (the Owned Property and the Leased Property being sometimes referred to herein as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production"REAL PROPERTY"), such title is good and in each case free and clear of all liensLiens, security interestsassessments or restrictions (including, pledgeswithout limitation, chargesinchoate liens arising out of the provision of labor, encumbrancesservices or materials to any such real estate) other than (a) mortgages shown on the Financial Statements as securing specified liabilities or obligations, mortgages and restrictionswith respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) with respect to its non-producing properties in exploration prospectsLiens for current taxes not yet due, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of HCVT, the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the 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; subject thereto and (d) with respect Liens, assessments and restrictions pursuant to its personal property other than that appurtenant to its oil and gas interests, such title is free and clear by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, properties reflected on the Financial Statements or used or occupied by HCVT, the Company lies or any Company Subsidiary in an area which is, connection with the Business 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeotherwise.

Properties. Except as otherwise set forth would not reasonably be expected to have, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeEffect, the Company or a subsidiary of the Company owns and has good, marketable and valid title to, or holds valid, legally binding, enforceable rights, which are in full force and effect to its properties as follows: (a) with respect lease, sublease or otherwise lawfully use, all items of real and personal property that are material to its xxxxx (including leasehold interests and appurtenant personal property) the Company and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)subsidiaries taken as a whole, such title is good and in each case free and clear of all liens, security interestsencumbrances, pledges, charges, encumbrances, mortgages and restrictions, (b) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledgesclaims and defects, covenants, imperfections and other restrictions of title (“Liens”) (except in all cases for (A) statutory liens securing payments not yet due, (B) such imperfections or irregularities of title, Liens, charges, encumbranceseasements, mortgages covenants and restrictionsother restrictions or encumbrances as do not materially affect the use or marketability of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties; easements, rights of way or other similar matters or restrictions or exclusions which would be shown by a current title report or other similar report and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection, (C) encumbrances for current Taxes or other governmental charges not yet due and payable or for Taxes that are being contested in good faith by appropriate proceeding and for which adequate reserves have been provided, (D) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (E) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business and (dF) liens, mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company or, for the avoidance of doubt, under the Existing Facilities (items in clauses (A) through (F) referred to herein as “Permitted Liens”); provided that no representation is made under this Section 3.14 with respect to its 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 restrictionsany Intellectual Property. No real property owned, leased, licensed, or used by the Company lies in an area which is, or to the knowledge Section 3.14 of the Company will be, subject to restrictions Disclosure Schedule contains a true and complete list of all owned real property which would prohibit, and no statements of facts relating is material to the actions or inaction Company and its subsidiaries taken as a whole, including such information as is reasonably necessary to identify each such parcel of another person or entity or his or its ownership, leasing, licensing, or use of any owned 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeproperty.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time Acquiror and each of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company its Subsidiaries has good and marketable title to its properties as follows: (a) with respect all assets and properties, whether real or personal, tangible or intangible, that it purports to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)own, such title is good and free and clear of all other than OREO, subject to no liens, mortgages, security interests, pledges, charges, encumbrances, mortgages and restrictions, encumbrances or charges of any kind except: (bi) with respect to its non-producing properties as reflected in exploration prospects, such title was investigated the most recent Acquiror Financial Statements or incurred in accordance with customary industry procedures prior to the Company’s acquisition thereofOrdinary Course of Business since the date of the most recent Acquiror Financial Statements; (cii) statutory liens for Taxes not yet delinquent or being contested in good faith by appropriate Proceedings and for which appropriate reserves have been established and reflected in the Acquiror Financial Statements; (iii) pledges or liens required to be granted in connection with respect the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements, securing any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities or any transaction by Acquiror Bank acting in a fiduciary capacity or otherwise incurred in the Ordinary Course of Business; (iv) easements, rights of way, and other similar encumbrances that do not materially affect the present use of the properties or assets subject thereto or affected thereby or otherwise materially impair the present business operations at such properties; (v) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held as of the date of this Agreement; (vi) liens or deposits in connection with worker’s compensation, unemployment insurance, social security or other insurance; (vii) inchoate mechanic’s and materialmen’s liens for construction in progress and workmen’s, repairmen’s, warehousemen’s and carrier’s liens arising in the Ordinary Course of Business of Acquiror or Acquiror Bank consistent with past practice; (viii) liens existing on any asset of any Person at the time such Person is acquired by or is combined with Acquiror or any of its real Subsidiaries, provided the lien was not created in contemplation of that event; (ix) liens on 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 restrictionsrequired by Regulation W promulgated by the Federal Reserve; and (dx) with respect to its 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 lies in an area which is, or liens incidental to the knowledge conduct of the Company will be, subject to restrictions business or ownership of property of Acquiror or any of its Subsidiaries 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as do not in the aggregate do not now cause materially detract from the value of the property or materially impair the use thereof as of the date of this Agreement. Acquiror and will not in each of its Subsidiaries as lessee has the future cause a Material Adverse Changeright under valid and existing leases to occupy, use, possess and control any and all of the respective property leased by it, and each such lease is valid and without default thereunder by the lessee or, to the Knowledge of Acquiror, the lessor.

Properties. Except as otherwise set forth in Section 5.25 of the Registration StatementCompany Disclosure Schedule and except as would not reasonably be expected to have, the Prospectus individually or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause aggregate, a Material Adverse ChangeEffect on the Company, each of the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is Subsidiaries has good and marketable title or a valid and enforceable leasehold, as applicable, free and clear of all liensLiens, security intereststo all of the properties and assets, pledgesreal and personal, chargestangible or intangible, which are reflected on the Company Balance Sheet as of the Company Balance Sheet Date or acquired after such date, except (i) Liens for taxes not yet due and payable or contested in good faith by appropriate proceedings, provided taxes are paid as and when required under applicable Law notwithstanding any such contest, (ii) such imperfections of title, easements and encumbrances, mortgages and restrictionsif any, (b) as do not materially impair the use of the respective property as such property is used on the date hereof, and, with respect to its nonall fee-producing owned property, do not materially impair the fair market value of such property, (iii) for dispositions of or encumbrances on such properties or assets in exploration prospectsthe ordinary course of business, (iv) mechanics', materialmen's, workmen's, repairmen's, warehousemen's, carrier's and other similar Liens and encumbrances arising in the ordinary course of business, (v) Liens securing obligations that are reflected in such title was investigated consolidated balance sheet, and changes in accordance with customary industry procedures prior to such obligations in the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title is good and marketable free and clear ordinary course of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 business since the Company lies Balance Sheet Date or (vi) the lessor's interest in an area any such property that is leased. All material leases pursuant to which is, or to the knowledge of the Company will beor any of its Subsidiaries, subject to restrictions which would prohibitas lessee, 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 leases real or personal property exists or will exist which would preventare valid and enforceable in accordance with their respective terms and are bona fide, arm's length leases, at rents that constituted market rents as of the continued effective ownership, leasing, licensing, exploration, development or production or use of respective dates such real property in the business leases were entered into. Section 5.25 of the Company as presently conducted Disclosure Schedule sets forth a true, correct and complete list of all real properties owned or as leased by the Registration StatementCompany or any of its Subsidiaries. The Company has made available to Parent copies of all documents creating or evidencing fee or leasehold interests of the Company and its Subsidiaries, the Prospectus including all modifications or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeamendments thereto.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time Company and each of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company its Subsidiaries has good and marketable title to its properties as followsall assets and properties, whether real or personal, tangible or intangible, that it purports to own, subject to no liens, mortgages, security interests, encumbrances or charges of any kind except: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, as noted in the most recent Company Financial Statements; (b) with respect to its non-producing properties statutory liens for Taxes not yet delinquent or being contested in exploration prospects, such title was investigated in accordance with customary industry procedures prior to good faith by appropriate Proceedings and for which appropriate reserves have been established and reflected on the Company’s acquisition thereofCompany Financial Statements; (c) pledges or liens required to be granted in connection with respect the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements or otherwise incurred in the Ordinary Course of Business; (d) the issued and outstanding shares of the common stock of Company Bank pledged to its real property West Bank in connection with Company’s outstanding debt obligation to West Bank (the “West Bank Note”); (e) collateral pledged to the FHLB in the Ordinary Course of Business; (f) easements, rights of way, and other than oil and gas interests, similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictionsproperties; and (dg) with respect minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held (collectively, the “Permitted Exceptions”). Company and each of its Subsidiaries as lessee has the right under valid and existing leases to occupy, use, possess and control any and all of the respective property leased by it, and each such lease is valid and without default thereunder by the lessee or, to the Knowledge of Company, the lessor. All buildings and structures owned by Company and each of its personal property other than that appurtenant to its oil and gas interests, such title is free and clear Subsidiaries lie wholly within the boundaries of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No the real property ownedowned or validly leased by it, leased, licensedand do not encroach upon the property of, or used by otherwise conflict with the Company lies in an area which isproperty rights of, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeother Person.

Properties. Except as otherwise Legacy and its Subsidiaries own fee simple title to, or hold ground leases in, each of the real properties identified in Schedule 4.12 of the Legacy Disclosure Letter (the "Legacy Properties"), which are all of the real estate properties owned or leased by them. The Legacy Properties are not subject to any rights of way, written agreements (other than leases), laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "Property Restrictions"), except for (a) liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title ("Encumbrances") and Property Restrictions set forth in Section 4.12 of the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictionsLegacy Disclosure Letter, (b) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to its non-producing properties real property, including zoning regulations, provided such Property Restrictions do not adversely affect in exploration prospectsany material respect the current use of the applicable property, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect Encumbrances and Property Restrictions disclosed on existing title reports or current surveys (in either case copies of which title reports and surveys have been delivered or made available to its 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; Enterprises) and (d) mechanics', carriers', workmen's, repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, which, individually or in the aggregate, do not materially detract from the value of or materially interfere with respect the present use of any of the Legacy Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by Legacy and its Subsidiaries and which have arisen or been incurred only in the ordinary course of business. Valid policies of title insurance have been issued insuring Legacy's or any of its Subsidiaries' fee simple title to its personal property the Legacy Properties in amounts at least equal to the purchase price thereof, subject only to the matters set forth therein or disclosed above and in Schedule 4.12 of the Legacy Disclosure Letter, and such policies are, at the date hereof, in full force and effect and there are no pending claims against any such policy. Any material certificate, permit or license from any governmental authority having jurisdiction over any of the Legacy Properties and any agreement, easement or other than that appurtenant right which is necessary to its oil permit the material lawful use and gas interests, such title operation of the buildings and improvements on any of the Legacy Properties or which is free necessary to permit the lawful use and clear operation of all liensdriveways, security interestsroads and other means of egress and ingress, pledgeswhich Legacy has rights to, chargesto and from any of the Legacy Properties which are currently occupied has been obtained and is in full force and effect, encumbrancesand, mortgages and restrictions. No real property owned, leased, licensed, or used by the Company lies in an area which is, or to the knowledge of Legacy, there exists no pending threat of modification or cancellation of any of same. Legacy is not in receipt of any written notice of any violation of any material federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any of the Company will be, subject to restrictions Legacy Properties issued by any governmental authority other than such violations 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause have a Legacy Material Adverse ChangeEffect.

Properties. 4.13.1 Schedule 4.13.1-1 is a correct and complete list, and a brief ----------------- description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"), and all facilities thereon. Except as lessee of Leased Property, neither the Company nor any Company Subsidiary is a lessee under or otherwise set forth a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which another person or entity has granted to the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one of the Company Subsidiaries has good and marketable fee simple title to the Owned Property and, assuming good title in the Registration StatementLandlord, the Prospectus or the Time of Sale Prospectus or such as a valid leasehold interest in the aggregate does not now cause or will in Leased Property (the future cause a Material Adverse Change, Owned Property and the Company has title Leased Property being sometimes referred to its properties herein as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production"Real Property"), such title is good and in each case free and clear of all liensLiens, security interestsassessments or restrictions (including, pledgeswithout limitation, chargesinchoate liens arising out of the provision of labor, encumbrancesservices or materials to any such real estate) other than (a) mortgages shown on the Financial Statements as securing specified liabilities or obligations, mortgages and restrictionswith respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) with respect to its non-producing properties in exploration prospectsLiens for current taxes not yet due, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; and (c) with respect to its real (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property other than oil and gas interestssubject thereto, such title is good and marketable free and clear or impairs the operations of all liensthe Company, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (dii) with respect to its personal zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property other than that appurtenant to its oil and gas interests, such title is free and clear of subject thereto. The Real Property constitutes all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, properties reflected on the Financial Statements or used or occupied by the Company lies or any Company Subsidiary in an area which is, connection with the Business 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeotherwise.

Properties. Except as otherwise set forth Covalence or one of its Subsidiaries (i) has good and marketable title to all the properties and assets reflected in the Registration Statement, latest audited balance sheet included in such Covalence SEC Documents as being owned by Covalence or one of its Subsidiaries or acquired after the Prospectus date thereof which are material to Covalence’s business on a consolidated basis (except properties sold or otherwise disposed of since the Time of Sale Prospectus or such as date thereof in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionordinary course of business), such title is good and free and clear of all claims, liens, security interests, pledges, charges, encumbrancessecurity interests or encumbrances of any nature whatsoever, mortgages and restrictionsexcept (A) statutory liens securing payments not yet due, (bB) with respect to its non-producing properties liens on assets of Subsidiaries of Covalence incurred in exploration prospectsthe ordinary course of their business and (C) such imperfections or irregularities of title, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interestsclaims, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrancessecurity interests or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, mortgages and restrictions; and (dii) with respect is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Covalence SEC Documents or acquired after the date thereof which are material to its personal property other than business on a consolidated basis (except for leases that appurtenant have expired by their terms since the date thereof) and is in possession of the properties purported to its oil be leased thereunder and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, 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 preventCovalence’s knowledge, the continued effective ownershiplessor, leasing, licensing, exploration, development or production or use of such real property except in the business case of the Company clauses (i) and (ii) above as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may would not reasonably be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause expected to have a Material Adverse Changematerial adverse effect on Covalence.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus Company or the Time one of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: Subsidiaries (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with respect to its xxxxx past practice) (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Company Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due or which are contested in good faith and for which adequate reserves have been taken, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Company Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with respect to its non-producing properties in exploration prospectsthe Company Owned Properties that constitute real property, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Company Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, or to the knowledge Knowledge of Company, the lessor. There are no pending or, to the Knowledge of Company, threatened (in writing) condemnation proceedings against 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeReal Property.

Properties. Except as otherwise set forth in Section 5.24 of the Registration StatementBank Disclosure Schedule, each of the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) Bank and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is Subsidiaries has good and marketable title or a valid and enforceable leasehold, as applicable, free and clear of all liensLiens, security intereststo all of the properties and assets, pledgesreal and personal, chargestangible or intangible, which are reflected on the Bank Balance Sheet as of the Bank Balance Sheet Date or acquired after such date, except (i) Liens for taxes not yet due and payable or contested in good faith by appropriate proceedings, provided taxes are paid as and when required under applicable law notwithstanding any such contest (ii) pledges to secure deposits incurred in the ordinary course of business, (iii) such imperfections of title, easements and encumbrances, mortgages and restrictionsif any, (b) as do not materially impair the use of the respective property as such property is used on the date hereof, and, with respect to all fee-owned property, do not materially impair the fair market value of such property, (iv) for dispositions of or encumbrances on such properties or assets in the ordinary course of business, (v) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s, carrier’s and other similar Liens and encumbrances arising in the ordinary course of business, (vi) Liens securing obligations that are reflected in such consolidated balance sheet or (vii) the lessor’s interest in any such property that is leased. All material leases pursuant to which the Bank or any of its non-producing properties in exploration prospectsSubsidiaries, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interestsas lessee, 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 its 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 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 leases real or personal property exists or will exist which would preventare valid and enforceable in accordance with their respective terms and are bona fide, the continued effective ownershiparm’s length leases, leasing, licensing, exploration, development or production or use of such real property in the business at rents that constituted market rents as of the Company as presently conducted respective dates such leases were entered into. The Bank Disclosure Schedule sets forth a true, correct and complete list of all real properties owned or as leased by the Registration StatementBank or any of its Subsidiaries. The Bank has made available to Parent copies of all documents creating or evidencing fee or leasehold interests of the Bank and its Subsidiaries, the Prospectus including all modifications or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeamendments thereto.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect Section 4.14(a) of the Company Disclosure Schedule sets forth a complete and correct list of all real property owned by the Company or any of its Subsidiaries that is material to its xxxxx (including leasehold interests and appurtenant personal property) the Company and its non-producing oil Subsidiaries, taken as a whole, as of the date of this Agreement (such real property, together with all structures, facilities, improvements and gas properties (including undeveloped locations on leases held by production and those leases fixtures presently or hereafter located thereon or attached thereto, the “Owned Real Property”). Except as would not held by production)reasonably be expected to have, such title is individually or in the aggregate, a Company Material Adverse Effect, either the Company or one of its Subsidiaries has good and valid title to all of the Owned Real Property free and clear of all liensEncumbrances. For purposes of this Section 4.14 only, security interests“Encumbrance” means Lien, pledgeseasement, chargescovenant, encumbrancesor other restriction or title matter or encumbrance of any kind in respect of such asset but specifically excludes (A) specified encumbrances described in Section 4.14(a) of the Company Disclosure Schedule, mortgages and restrictions, (b) with respect provided that documentation evidencing such encumbrances have been made available to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures Parent prior to the Company’s acquisition thereofdate of this Agreement; (cB) encumbrances for current Taxes or other governmental charges not yet due and payable, or the validity or amount of which is being contested in good faith by appropriate proceedings or for which the Company has recorded a reserve on its financial statements; (C) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business consistent with respect past practice relating to its real property other than oil and gas interestsobligations as to which there is no default on the part of the Company, such title or the validity or amount of which is being contested in good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictionsfaith by appropriate proceedings; and (dD) with respect to its personal property (i) other than encumbrances; (ii) easements, rights of way or other similar matters or restrictions or exclusions which would be shown by a current title report or other similar report; and (iii) any condition or other matter, if any, that appurtenant to its oil may be shown or disclosed by a current and gas interestsaccurate survey or physical inspection, such title is free and clear in the case of all lienseach of clauses (i) through (iii) that do not, security interestsindividually or in the aggregate, pledgesmaterially impair the continued use, chargesoperation, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, value or used by the Company lies in an area which is, or to the knowledge marketability of the Company will be, subject specific parcel of Owned Real Property or Leased Real Property to restrictions which would prohibit, and no statements they relate or the conduct 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 and its Subsidiaries as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeconducted.

Properties. Except as otherwise set forth disclosed in the Registration StatementRecent SEC Documents and for any of the following which would not, the Prospectus individually or the Time of Sale Prospectus or such as in the aggregate does not now cause or will aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Company and its subsidiaries (i) has good and indefeasible title to all the properties and assets reflected on the latest audited balance sheet included in the future cause a Material Adverse Change, Recent SEC Documents as being owned by the Company has title or one of its subsidiaries or acquired after the date thereof which are, individually or in the aggregate, material to its the Company's business on a consolidated basis (except properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionsold or otherwise disposed of since the date thereof in the ordinary course of business), such title is good and free and clear of (A) all liensLiens except (1) statutory liens securing payments not yet due and (2) such imperfections or irregularities of title or other Liens (other than real property mortgages or deeds of trust) as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, security interests, pledges, charges, encumbrances, and (B) all real property mortgages and restrictionsdeeds of trust except such secured indebtedness as is properly reflected in the latest audited balance sheet included in the Recent SEC Documents, and (bii) with respect is the lessee of all leasehold estates reflected in the latest audited financial statements included in the Recent SEC Documents or acquired after the date thereof which are material to its non-producing business on a consolidated basis and is in possession of the properties in exploration prospectspurported to be leased thereunder, and each such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title lease is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 valid without material default thereunder by the Company lies in an area which islessee or, 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 preventCompany, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. Except as otherwise set forth in the Registration StatementBxxxx Disclosure Schedule, Bxxxx or one of its Subsidiaries (i) has good and marketable title to all the Prospectus or the Time of Sale Prospectus or such as properties and assets reflected in the aggregate does not now cause latest audited balance sheet included in such Bxxxx SEC Documents as being owned by Bxxxx or will one of its Subsidiaries or acquired after the date thereof which are material to Bxxxx’x business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionordinary course of business), such title is good and free and clear of all claims, liens, security interests, pledges, charges, encumbrancessecurity interests or encumbrances of any nature whatsoever, mortgages and restrictionsexcept (A) statutory liens securing payments not yet due, (bB) with respect to its non-producing properties liens on assets of Subsidiaries of Bxxxx incurred in exploration prospectsthe ordinary course of their business and (C) such imperfections or irregularities of title, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interestsclaims, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrancessecurity interests or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, mortgages and restrictions; and (dii) with respect is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Bxxxx SEC Documents or acquired after the date thereof which are material to its personal property other than business on a consolidated basis (except for leases that appurtenant have expired by their terms since the date thereof) and is in possession of the properties purported to its oil be leased thereunder, and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, 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 preventBxxxx’x knowledge, the continued effective ownershiplessor, leasing, licensing, exploration, development or production or use of such real property except in the business case of the Company clauses (i) and (ii) above as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may would not reasonably be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause expected to have a Material Adverse Changematerial adverse effect on Bxxxx.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with Neither the Company nor any of its Subsidiaries owns any real property. The Company and its Subsidiaries lease or sublease all real property used in their business as now conducted and proposed to be conducted. Section 2.10(a) of the Disclosure Schedule describes all real property leased or subleased by the Company or any of its Subsidiaries (the “Real Property”), specifying the name of the lessor or sublessor, the lease term and basic annual rent. The Company has delivered to Parent a true and complete copy of each lease or sublease relating to the Real Property, each of which is disclosed on Section 2.10(a) of the Disclosure Schedule (the “Leases”). With respect to its xxxxx each of the Leases: (including leasehold interests i) such Lease is legal, valid, binding, enforceable and appurtenant personal property) in full force and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)effect and, such title is good and free and clear of all liensif applicable, security interests, pledges, charges, encumbrances, mortgages and restrictions, (b) has been duly filed with respect to its non-producing properties in exploration prospects, such title was investigated the competent Governmental Body in accordance with customary industry procedures prior Legal Requirements; (ii) to the Company’s acquisition thereof; (c) Knowledge, the Company’s or its Subsidiary’s possession and quiet enjoyment of the Real Property has not been disturbed and there are no disputes with respect to such Lease; (iii) the Company and its real property Subsidiaries are not and, to the Company’s Knowledge, no other than oil and gas interestsparty to such Lease is in material breach or material default under such Lease and, to the Company’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such title is good and marketable free and clear a material breach or material default, or permit the termination, modification or acceleration of all liensrent under such Lease; (iv) neither the Company nor any of its Subsidiaries has subleased, security interests, pledges, charges, encumbrances, mortgages and restrictionslicensed or otherwise granted any Person the right to use or occupy the Real Property subject to such Lease or any portion thereof; and (dv) with respect there is no pending or, to its personal property the Knowledge of the Company, threatened condemnation, foreclosure or other than that appurtenant to its oil and gas interests, such title is free and clear similar exercise of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensedmortgage right, or used by eminent domain proceeding or other litigation affecting the Company lies in an area which is, or to the knowledge of the Company will be, Real Property 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeLease.

Properties. Except as otherwise All of the real estate properties owned by MDI and each of the MDI Subsidiaries are set forth in Section 5.12 of the Registration StatementMDI Disclosure Letter. Except as set forth in Section 5.12 of the MDI Disclosure Letter, MDI and each MDI Subsidiary owns fee simple title to each of the Prospectus or the Time of Sale Prospectus or such as real properties identified in the aggregate does not now cause or will in MDI Disclosure Letter (the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production"MDI Properties"), such title is good and free and clear of all liens, mortgages or deeds of trust, claims against title, charges which are liens, security interestsinterests or other encumbrances on title (collectively, pledges"Encumbrances") and the MDI Properties are not subject to any rights of way, chargeswritten agreements, encumbranceslaws, mortgages ordinances and restrictionsregulations affecting building use or occupancy, or reservations of an interest in title (bcollectively, "Property Restrictions"), except for (x) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to its non-producing properties real property, including zoning regulations, that do not adversely affect the current use of the property, materially detract from the value of or materially interfere with the present use of the property, (y) Encumbrances and Property Restrictions disclosed on existing title reports or current surveys (in exploration prospectseither case copies of which title reports and surveys have been delivered or made available to Xxxxxxx and are listed in Section 5.12 of the MDI Disclosure Letter), such and (z) mechanics', carriers', workmen's or repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of or materially interfere with the present use of any of the MDI Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by MDI and the MDI Subsidiaries and which have arisen or been incurred only in the ordinary course of business. Valid policies of title was investigated insurance have been issued insuring MDI's or the applicable MDI Subsidiary's fee simple title to each of the MDI Properties in accordance with customary industry procedures prior amounts at least equal to the Company’s acquisition purchase price thereof, and such policies are, at the date hereof, in full force and effect and no claim has been made against any such policy and MDI has no knowledge of any facts or circumstances which would constitute the basis for such a claim. To the best knowledge of MDI, (i) no certificate, permit or license from any governmental authority having jurisdiction over any of the MDI Properties or any agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the MDI Properties or which is necessary to permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the MDI Properties (a "REA Agreement") has not been obtained and is not in full force and effect, and there is no pending threat of modification or cancellation of any of the same nor is MDI nor any MDI Subsidiary currently in default under any REA Agreement and the MDI Properties are in full compliance with all governmental permits, licenses and certificates, except for any of the foregoing matters which would have a material adverse effect on any of the MDI Properties, individually or in the aggregate; (cii) no written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any of the MDI Properties has been issued by any governmental authority and none of the MDI Properties are in violation of any such federal, state or municipal law, order, ordinance, regulation or requirement, including, without limitation, the Americans with Disabilities Act, except for such violations that would not have a material adverse effect on any of the MDI Properties, individually or in the aggregate; (iii) there are no material structural defects relating to any of the MDI Properties; (iv) there is no MDI Property whose building systems are not in working order in any material respect; (v) there is no physical damage to any MDI Property in excess of $10,000 for which there is no insurance in effect covering the full cost of the restoration; or (vi) there is no current renovation or restoration or tenant improvements to any MDI Property or any portion thereof, the cost of which exceeds $10,000, except in each instance as set forth in Section 5.12 of the MDI Disclosure Letter. The use and occupancy of each of the MDI Properties complies in all material respects with all applicable codes and zoning laws and regulations, and MDI has no knowledge of any pending or threatened proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or access to any of the MDI Properties, with such exceptions as are not material and do not interfere with the use made and proposed to be made of such MDI Properties. Neither MDI nor any of the MDI Subsidiaries has received any notice to the effect that (A) any betterment assessments have been levied against, or any condemnation or rezoning proceedings are pending or threatened with respect to its real property other than oil and gas interestsany of the MDI Properties or (B) any zoning, such title building or similar law, code, ordinance, order or regulation is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 will be violated by the Company lies in an area which iscontinued maintenance, 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, operation or use of any real buildings or personal property exists other improvements on any of the MDI Properties or will exist which would prevent, by the continued effective ownershipmaintenance, leasing, licensing, exploration, development or production operation or use of such real property the parking areas. Except as set forth in the business Section 5.12 of the Company as presently conducted MDI Disclosure Letter, to the best knowledge of MDI, there are no facts or as circumstances under which the Registration Statement, owner of real estate (other than MDI) can cause MDI to breach or be in default under any lease or REA Agreement. Section 5.12 of MDI's Disclosure Letter sets forth all fire and extended coverage casualty policies issued to MDI and the Prospectus or the Time amounts of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changecoverage.

Properties. Except Section 4.7 of the Seller Disclosure Schedule sets forth a complete and accurate list of all material real property owned or leased by Seller as otherwise set forth of the date hereof. Seller has good, valid and marketable title to, or in the Registration Statementcase of leased property and assets has valid leasehold interests in, all property and assets (whether real or personal) reflected on the Prospectus Seller Financial Statements as being owned by Seller as of December 31, 2010 or acquired after such date, except for properties and assets sold since such date in the ordinary course of business consistent with past practice or for properties and assets that, individually or in the aggregate, are not material to the business or operations of the Seller. None of such property or assets is subject to any Lien, except: (i) Liens disclosed in the Seller Financial Statements or the Time of Sale Prospectus notes thereto or such as securing liabilities reflected in the aggregate does Seller Financial Statements or the notes thereto, (ii) statutory Liens for amounts not now cause yet due and payable or will that are being contested in good faith, (iii) pledges to secure deposits and other Liens incurred in the future cause a Material Adverse Changeordinary course of its banking business, the Company has title to its properties as follows: (aiv) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)such imperfections of title, such title is good and free and clear of all lienseasements, security Liens, defaults or equitable interests, pledgesif any, charges, encumbrances, mortgages and restrictionsas do not affect the use of properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (bv) with respect encumbrances in the ordinary course of business and (vi) Liens on properties acquired in foreclosure or on account of debts previously contracted (clauses (i) through (vi) collectively, “Permitted Liens”). All leases of real or personal property pursuant to its non-producing properties in exploration prospectswhich Seller is a party, such title was investigated are valid, binding and enforceable in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil their respective terms 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 its 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 lies in an area which isneither Seller, or to the knowledge Knowledge of the Company will beSeller, subject to restrictions which would prohibitany other party thereto, is in default thereunder in any material respect 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 all material tangible property exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property used in the business of the Company as presently conducted or as the Registration StatementSeller is in good condition, the Prospectus or the Time of Sale Prospectus indicates it contemplates conductingreasonable wear and tear excepted, except as may be properly described and usable in the Registration Statement, the Prospectus or the Time ordinary course of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changebusiness consistent with past practice.

Properties. Except as otherwise set forth would not reasonably be expected to have, individually or in the Registration Statementaggregate, a material adverse effect on Kmart, Kmart or one of its Subsidiaries (i) has good and marketable title to all the Prospectus or the Time of Sale Prospectus or such as properties and assets reflected in the aggregate does not now cause or will latest audited balance sheet included in the future cause Kmart SEC Documents as being owned by Kmart or one of its Subsidiaries or acquired after the date thereof that are material to Kmart's business on a Material Adverse Change, consolidated basis (except properties sold or otherwise disposed of since the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productiondate thereof in the ordinary course of business), such title is good and free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (A) statutory liens securing payments not yet due,(B) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, chargescovenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (C) mortgages, encumbrancesor deeds of trust, mortgages security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of Kmart (such liens, imperfections and restrictionsirregularities in clauses (A),(B) and (C), "Kmart Permitted Liens"), and (bii) with respect is the lessee of all leasehold estates reflected in the latest audited financial statements included in the Kmart SEC Documents or acquired after the date thereof that are material to its non-producing business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) and is in possession of the properties in exploration prospectspurported to be leased thereunder, and each such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title lease is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its 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 valid without default thereunder by the Company lies in an area which islessee or, 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 preventKmart's knowledge, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. Except as otherwise set forth The Buyer or one of its Subsidiaries (i) has good and marketable title to all the properties and assets reflected in the Registration Statement, Buyer Financial Statements as being owned by the Prospectus Buyer or one of its Subsidiaries or acquired after the Time date thereof which are material to the Buyer’s business on a consolidated basis (except properties sold or otherwise disposed of Sale Prospectus or such as since the date thereof in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionordinary course of business), such title is good and free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever, subject in all cases to the terms and provisions of the title documents related to such properties and assets and except (A) statutory liens securing payments not yet due or liens which are being properly contested by the Buyer or one of its Subsidiaries in good faith and by proper legal proceedings and for which adequate reserves related thereto are maintained on the Buyer Financial Statements, (B) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, covenants and other restrictions or encumbrances as do not affect the use of the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties, and (C) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected in the Buyer Financial Statements (except such liens which have been satisfied or otherwise discharged in the ordinary course of business since the date of such financial statements) (such liens, imperfections, irregularities, encumbrances and rights in clauses (A), (B) and (C) “Buyer Permitted Liens”), and (D) where the failure to have such good and marketable title, or where the existence of any such claims, liens, charges, security interests or encumbrances, mortgages and restrictionswould not, (b) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its 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 its 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, individually or used by the Company 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 Statementaggregate, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause have a Material Adverse ChangeEffect on the Buyer, and (ii) is the lessee of all leasehold estates reflected in the Buyer Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Buyer’s Knowledge, the lessor, other than where the failure to be such lessee or in such possession, or where such default, would not, individually or in the aggregate, have a Material Adverse Effect on the Buyer.

Properties. Neither the Company nor any of its Subsidiaries owns any real property. Section 3.13 of the Company Disclosure Schedule sets forth a complete lists of each parcel of real property leased by the Company or any of its Subsidiaries. Except as otherwise set forth would not, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause have a Material Adverse ChangeEffect, the Company or one of its Subsidiaries (i) has good title to all the properties and assets reflected in the latest audited balance sheet included in the SEC Reports filed prior to the date hereof and the Closing Date as being owned by the Company or one of its Subsidiaries or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionsold or otherwise disposed of since the date thereof in the ordinary course of business), such title is good and free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (A) mechanics’, carriers’, workmen’s, repairmen’s, warehousemen’s or other like liens arising or incurred in the ordinary course of business relating to obligations that are not delinquent or that are being contested in good faith by the Company or any of its Subsidiaries, (B) liens or Taxes, assessments and other governmental charges that are not yet due and payable, that may thereafter be paid without interest or penalty, that have been adequately provided for in accordance with Generally Accepted Accounting Principles or for amounts being contested in good faith and for which appropriate reserves have been established, (C) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, charges, encumbrances, mortgages covenants and restrictionsother restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (bD) with respect mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the latest audited balance sheet included in the SEC Reports filed prior to the date hereof, (E) zoning, building and other similar codes and regulations (F) liens or other encumbrances that have been placed by any developer, landlord or other third party on any real property in which the Company or any of its Subsidiaries has a leasehold interest and subordination or similar agreements relating thereto and (G) any conditions that may be shown by a current, accurate survey or physical inspection of any real property (the items described in clauses (A) through (G), the “Permitted Liens”), and (ii) is the lessee of all leasehold estates reflected in the latest audited financial statements included in the SEC Reports or acquired after the date thereof that are material to its non-producing business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) and is in possession of the properties in exploration prospectspurported to be leased thereunder, and each such title was investigated in accordance with customary industry procedures prior lease is valid without default thereunder by the lessee or, to the Company’s acquisition thereof; (c) with respect to its 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 its 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 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 preventKnowledge, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. Except Company or one of its Subsidiaries, except as otherwise set forth in the Registration StatementPreviously Disclosed, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with respect to its xxxxx past practice) (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interestsexcept (i) statutory Liens securing payments not yet due or which are contested in good faith and for which adequate reserves have been taken, pledges(ii) Liens for real property Taxes not yet due and payable, charges(iii) easements, encumbrancesrights of way, mortgages and restrictionsother similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with respect to its non-producing properties in exploration prospectsthe Owned Properties, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests“Real Property”), such title is good and marketable free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, each such title lease is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used valid without default thereunder by the Company lies in an area which islessee or, or to the knowledge Knowledge of Company, the Company will belessor. There are no pending or, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction Knowledge of another person or entity or his or its ownershipCompany, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, threatened (in writing) condemnation proceedings against 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeReal Property.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time The Acquiror and each of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company its Subsidiaries has good and marketable title to its properties as follows: (a) with respect all assets and properties, whether real or personal, tangible or intangible, that it purports to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production)own, such title is good and free and clear of all other than OREO, subject to no liens, mortgages, security interests, pledges, charges, encumbrances, mortgages and restrictions, encumbrances or charges of any kind except: (bi) with respect to its non-producing properties as noted in exploration prospects, such title was investigated the most recent Acquiror Financial Statements or incurred in accordance with customary industry procedures prior to the Company’s acquisition thereofOrdinary Course of Business since the date of the most recent Acquiror Financial Statements; (cii) statutory liens for Taxes not yet delinquent or being contested in good faith by appropriate Proceedings and for which appropriate reserves have been established and reflected in the Acquiror Financial Statements; (iii) pledges or liens required to be granted in connection with respect the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements, securing any discount with, borrowing from, or obligations to its real any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities or any transaction by Acquiror Bank acting in a fiduciary capacity or otherwise incurred in the Ordinary Course of Business; (iv) easements, rights of way, and other similar encumbrances that do not materially affect the present use of the properties or assets subject thereto or affected thereby or otherwise materially impair the present business operations at such properties; (v) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held as of the date of this Agreement; (vi) liens or deposits in connection with worker’s compensation, unemployment insurance, social security or other insurance; (vii) inchoate mechanic’s and materialmen’s liens for construction in progress and workmen’s, repairmen’s, warehousemen’s and carrier’s liens arising in the Ordinary Course of Business of the Acquiror or Acquiror Bank consistent with past practice; (viii) liens existing on any asset of any Person at the time such Person is acquired by or is combined with the Acquiror or any of the Acquiror’s Subsidiaries, provided the lien was not created in contemplation of that event; (ix) liens on 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 restrictionsrequired by Regulation W promulgated by the Federal Reserve; and (dx) with respect to its 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 lies in an area which is, or liens incidental to the knowledge conduct of business or ownership of property of the Company will be, subject to restrictions Acquiror or any of its Subsidiaries 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as do not in the aggregate materially detract from the value of the property or materially impair the use thereof as of the date of this Agreement. The Acquiror and each of its Subsidiaries as lessee has the right under valid and existing leases to occupy, use, possess and control any and all of the respective property leased by it, and each such lease is valid and without default thereunder by the lessee or, to the Knowledge of the Acquiror, the lessor. To the Knowledge of the Acquiror, all buildings and structures owned by the Acquiror and each of its Subsidiaries lie wholly within the boundaries of the real property owned or validly leased by it, and do not now cause and will not in encroach upon the future cause a Material Adverse Changeproperty of, or otherwise conflict with the property rights of, any other Person.

Properties. Except as otherwise set forth Each Buyer Company has good and valid title to, or in the Registration Statementcase of leased or subleased assets, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including valid and subsisting leasehold interests in, all of its respective assets (tangible and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionintangible), such title is good and free and clear of all liensLiens, security interestsexcept for (i) Liens for Taxes not yet due or that are being contested in good faith by appropriate proceedings (and that have been reflected or reserved against in the Buyer Recent Balance Sheet); (ii) Liens arising from municipal and zoning ordinances, pledgesother land use regulations and easements for public utilities, chargesnone of which materially interfere with the Buyer Business (as currently conducted by the Buyer Companies) or adversely affect the marketability of any of the material assets necessary for any Buyer Company; (iii) mechanics’, encumbrancescarriers’, mortgages workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with industry practice or amounts that are not delinquent and restrictions, none of which materially interfere with the Buyer Business or adversely affect the marketability of any of the material assets of any Buyer Company; (biv) non-exclusive licenses with respect to its non-producing properties Buyer Owned Intellectual Property Rights that are entered into in exploration prospectsthe ordinary course of business, such (v) statutory, common law or contractual liens of landlords, (vi) title was investigated defects, encumbrances or irregularities that do not secure the payment of a sum of money or that would not, individually or in accordance with customary industry procedures prior the aggregate, reasonably be expected to materially impair the Company’s acquisition thereof; (c) with respect to its real property other than oil continued use 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 its 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 lies in an area which is, or to the knowledge operation of the Company will be, subject assets 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 they relate in the business of the such Buyer Company as presently conducted conducted, (vii) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with industry practice which are not, individually or as in the Registration Statementaggregate, material to the Buyer Business (collectively, the Prospectus “Buyer Permitted Liens”) or the Time of Sale Prospectus indicates it contemplates conducting(viii) as would not reasonably be expected to be, except as may be properly described individually or in the Registration Statementaggregate, material to Buyer and its Subsidiaries, taken as a whole. Except as set forth in Schedule 5.18, no Buyer Company is using any assets or rights that are material to the Prospectus Buyer Business that are not owned, validly licensed or the Time of Sale Prospectus or validly leased by such as in the aggregate do not now cause and will not in the future cause a Material Adverse ChangeBuyer Company.

Properties. Except (i) Set forth on Schedule 3.1(p) of the Company Disclosure Schedule is a true, correct and complete list of all real property and interests in real property (x) owned by the Company or its Subsidiaries (“Owned Real Property”) and (y) leased, subleased, or occupied by the Company or its Subsidiaries (“Leased Real Property”, and collectively with the Owned Real Property, the “Real Property”). The Company or its Subsidiaries, as otherwise set forth applicable, have good and marketable title to all of the Owned Real Property that it or they own except where the failure of which would not, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause have a Material Adverse Change, the Company has title to its properties as follows: (a) with respect to its xxxxx (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations material adverse effect on leases held by production and those leases not held by production), such title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, (b) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect or its Subsidiaries’ ability to use and occupy the relevant individual property. The Company or its real property other than oil Subsidiaries, as applicable, have a valid and gas interestsenforceable leasehold interest in all Leased Real Property that it or they lease except where the failure of which would not, individually or in the aggregate, have a material adverse effect on the Company’s or its Subsidiaries’ ability to use and occupy the relevant individual property. The Company’s or Subsidiaries’ possession of the Leased Real Property under the Leases has not been disturbed and, to the Knowledge of the Company, there are no material disputes under any of the Leases. All 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 its personal property other than that appurtenant to its oil and gas interests, such title Real Property is free and clear of all liensEncumbrances, security interestsexcept for (A) statutory liens for current Taxes not yet due and payable, pledges(B) defects, chargesexceptions, encumbrancesrestrictions, mortgages easements, rights of way and restrictions. No real property ownednon-monetary encumbrances that do not, leasedindividually or in the aggregate, licensed, materially detract from the value or used by impair the Company 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 occupancy or use of such real property Real Property for the purposes for which it is currently used or proposed to be used in connection with the business of the Company as presently conducted or its Subsidiaries, (C) statutory or other inchoate liens securing liabilities incurred in the ordinary course of business consistent with past practice for amounts not yet delinquent (x) that are not material to the business, operations and financial condition of the Real Property so encumbered and (y) that are not resulting from a breach, default or violation by the Company or its Subsidiaries of any contract or Law, (D) zoning, entitlement and other land use and environmental regulations by any Governmental Entity, provided that, to the Knowledge of the Company, such regulations have not been violated by the current or contemplated use or occupancy of such Real Property and (E) non-perpetual, non-exclusive licenses to Real Property granted in the ordinary course of business consistent with past practice (items (A) through (E) collectively, “Permitted Encumbrances”). The Real Property comprises all of the real property used, intended to be used or proposed to be used in connection with the business of the Company and its Subsidiaries as the Registration Statementbusiness is currently conducted, and such Real Property, including all buildings, building systems and equipment, that are located on the Prospectus Owned Real Property are in good operating condition and repair (subject to ordinary wear and tear, casualty and condemnation). Except as set forth on Schedule 3.1(p) of the Company Disclosure Schedule, (i) neither the Company nor its Subsidiaries have leased, subleased or otherwise granted to any Person the Time right to use or occupy any Real Property or any portion thereof, and (ii) there are no outstanding options, rights of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus first offer or the Time rights of Sale Prospectus first refusal to purchase any Owned Real Property or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changeany portion thereof or interest therein.

Properties. Except as otherwise set forth in Section 4.13 of the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse ChangeCompany Disclosure Schedule, the Company has title to its properties as follows: (a) with respect has good and valid title to all of its xxxxx properties and assets including those reflected in the Company Financial Statements as being owned by the Company or acquired after the date thereof that are material to the Company’s business (including leasehold interests except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionas permitted under Section 5.2), such title is good and free and clear of all Liens, except (i) statutory liens securing payments not yet due or liens which are being properly contested by the Company in good faith and by proper legal proceedings and for which adequate reserves related thereto are maintained on the Company Financial Statements and provided the amount of such reserves or payments not yet due will be included as a Liability for purposes of calculating Net Cash, (ii) such imperfections or irregularities of title, claims, liens, charges, security interests, pledgeseasements, chargescovenants and other restrictions or encumbrances as do not materially affect the use or value of the properties or assets subject thereto or affected thereby or otherwise adversely impair business operations at such properties, encumbrances(iii) mortgages, mortgages or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected in the Company Financial Statements and restrictionswhich have been or will be satisfied and released at or prior to the Closing Date and any Indebtedness or other obligations secured thereby will be included as a Liability for purposes of calculating Net Cash, and (iv) rights granted to any non-exclusive licensee of any the Company Intellectual Property in the ordinary course of business consistent with past practices (such liens, imperfections and irregularities in clauses (i), (ii), (iii) and (iv), “Company Permitted Liens”), and (b) with respect has a valid leasehold interest as a lessee of all leasehold estates set forth in Section 4.13 of the Company Disclosure Schedule (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to its non-producing properties in exploration prospectsbe leased thereunder, and each such title was investigated in accordance with customary industry procedures prior lease is valid without default thereunder by the lessee or, to the Company’s acquisition thereof; (c) with respect to its 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 its 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 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 preventknowledge, 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 Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Changelessor.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) with respect Community or one of its Subsidiaries (i) has good and insurable title to all the properties and assets owned by Community or one of its xxxxx Subsidiaries including, but not limited to, any automated teller machines (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by productionthe “Community Owned Properties”), such title is good and free and clear of all liensLiens of any nature whatsoever, security interests, pledges, charges, encumbrances, mortgages and restrictionsexcept (A) statutory Liens securing payments not yet due, (bB) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its Liens for real property Taxes not yet due and payable, (C) easements, rights of way, and other than oil similar encumbrances that do not adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties as bank facilities, and gas interests(D) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, such title “Permitted Encumbrances”), and (ii) is good and marketable the lessee of all leasehold leased by Community or one of its Subsidiaries (the “Community Leased Properties” and, collectively with the Community Owned Properties, the “Community Real Properties”), free and clear of all liensLiens of any nature whatsoever, security interestsexcept for Permitted Encumbrances, pledgesand is in possession of the properties purported to be leased thereunder, chargesand each such lease is valid without default thereunder by Community or, encumbrances, mortgages and restrictions; and (d) with respect to its 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 lies in an area which is, or to the knowledge Knowledge of Community, the Company will be, subject to restrictions which would prohibitlessor. None of Community or any of its Subsidiaries owns, and no statements such entity is in the process of facts relating foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the actions or inaction ordinary course of another person or entity or his or its ownershipbusiness consistent with past practice, leasing, licensing, or use of any real property or personal property exists premises on the date hereof in whole 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 part. Section 4.21 of the Company as presently conducted or as Community Disclosure Schedule contains a complete and correct list of all Community Owned Properties. Section 4.21 of the Registration StatementCommunity Disclosure Schedule contains a complete and correct list of all Community Leased Properties and together with a list of all applicable leases and the name of the lessor (each, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Change“Lease”).