Common use of Title to Property Clause in Contracts

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

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

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries have (i) good and defensible marketable title to in fee simple to, or a valid leasehold interest in, all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained real property described in the General Disclosure Package Prospectus as owned by them (the “Company Properties”), and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themthem that is material to the business of the Company, in each case free and clear of all liens, encumbrances encumbrances, security interests and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry Prospectus or arise in connection with drilling and production operations, or (z) such as do not materially affect the value of the properties of the Company and its subsidiaries such property and do not materially interfere in any material respect with the use made or and proposed to be made of such properties property by the Company or and its subsidiaries; and any other real property Company Property, buildings and buildings equipment held under lease by the Company and its subsidiaries and described in the Prospectus are held by them under valid, subsisting and enforceable leases (such leases, the “Company Leases”) with such exceptions as are not material and do not materially interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect . Neither the Company nor any of its subsidiaries is in all material respects the rights default under any of the Company and its subsidiaries to exploreLeases, develop relating to, or produce hydrocarbons from such real property in any of the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring mortgages or other security documents or other agreements encumbering or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingrecorded against, the Company Properties that would reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries knows of any event, which but for the passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements that would reasonably be expected to have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatea Material Adverse Effect.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Title to Property. Except as disclosed in the General Disclosure Package, the (A) The Company and its subsidiaries the Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title in fee simple to, or a valid leasehold interest in, all real property owned or leased by them that are material to the business as described in the Registration Statement and the Prospectus, and good title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances security interests, pledges, charges, encumbrances, encroachments, restrictions, mortgages and defects other defects, except such as are (xi) are described disclosed in the General Disclosure Package with respect Registration Statement and the Prospectus or (ii) listed as an exception to the owner’s or leasehold title insurance policies furnished by the Company to CF&Co or its counsel or (iii) would not reasonably be expected to have a material adverse effect on the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary interest in the oil and gas industry or arise in connection with drilling and production operationsrelated property, or (z) do not materially affect the value of such property or the properties of the Company business conducted thereon; (B) any real property, improvements, equipment and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real personal property and buildings held under lease by the Company and its subsidiaries or any Subsidiary are held by them under valid, subsisting existing and enforceable leases, in each case, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesany Subsidiary; and (C) except with respect to the working interests derived Company’s corporate headquarters at 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 (the “Headquarters”), the Company or a Subsidiary has an owner’s or leasehold title insurance policy, from oila title insurance company licensed to issue such policy, gas on each property described in the Registration Statement and mineral leases Prospectus as being owned or mineral interests that constitute a portion of leased, as the real property held or leased case may be, by the Company and its subsidiariesor a Subsidiary, reflect that insures the Company’s or the Subsidiary’s fee simple or leasehold interest, as the case may be, in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property property, which policies include only commercially reasonable exceptions, and with coverages in amounts at least equal to amounts that are generally deemed in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect Company’s industry to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices be commercially reasonable in the areas in which markets where the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas Company’s properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateare located.

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

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

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

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

Title to Property. Except as disclosed described in the Registration Statement, the General Disclosure PackagePackage or the Prospectus, the Company has, directly or indirectly through its subsidiaries, good and its subsidiaries have (i) marketable title to all real property and good title to all personal property described in the Registration Statement, the General Disclosure Package or the Prospectus as being owned by it and valid, legal and defensible title to all of the interests in oil and gas properties underlying the estimates of the Company’s estimates of its net proved reserves contained described in the Registration Statement, the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in or the General Disclosure Package as assets owned by themProspectus, in each case free and clear of all liens, encumbrances and defects except such (i) as (x) are described in the Registration Statement, the General Disclosure Package with respect to or the Company’s revolving credit facilityProspectus, (yii) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) as do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made in the aggregate of such properties by properties, as described in the Company Registration Statement, the General Disclosure Package or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under validProspectus, subsisting and enforceable leases, with such exceptions (iii) as are permitted under the Second Amended and Restated Credit Agreement, dated as of March 18, 2016, among the Company, the lenders party thereto, and Xxxxx Fargo Bank, National Association, as administrative agent and swingline lender, or (iv) as would not material and do not interfere in any material respect with the use made and proposed reasonably be expected to be made of such property and buildings by the Company or its subsidiarieshave a Material Adverse Effect; and the working interests derived from oil, gas and mineral leases or mineral interests that which constitute a portion of the real property held or leased by the Company and its subsidiaries, subsidiaries reflect in all material respects the rights right of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Packageproperty, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property mineral interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate.

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

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

Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have (ia) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) Coulxxx xxx each Subsidiary has good and marketable title to all other of its respective material properties, material interests in properties and material assets, real and personal property personal, reflected in the General Disclosure Package as Coulxxx Xxxance Sheet or acquired after the Coulxxx Xxxance Sheet Date (except properties, interests in properties and assets owned by themsold or otherwise disposed of since the Coulxxx Xxxance Sheet Date in the ordinary course of business), or with respect to leased properties and assets, valid leasehold interests in each case such leased properties and assets, free and clear of all mortgages, liens, pledges, charges or encumbrances and defects of any kind or character, except such as (xi) are described in the General Disclosure Package with respect liens related to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts current taxes not yet due and payable for the performance payable, (ii) such imperfections of other unmatured obligations title, liens and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) easements as do not materially affect and will not detract from or interfere with the value use of the properties subject thereto or affected thereby, or otherwise impair business operations involving such properties, and (iii) liens securing debt that is reflected on the Coulxxx Xxxance Sheet. The plants, property and equipment of Coulxxx xxx its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair. All properties used in the operations of Coulxxx xxx its Subsidiaries are reflected in the Coulxxx Xxxance Sheet to the extent GAAP require the same to be reflected. Section 2.11(a) of the Company Coulxxx Xxxclosure Schedule sets forth a true, correct and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made complete list of such properties by the Company or its subsidiaries; any other all real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held owned or leased by the Company Coulxxx xxx by each Subsidiary of Coulxxx. Xxch leases are in good standing and its subsidiaries, reflect in all material respects the rights of the Company are valid and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations effective in accordance with their respective terms (except as enforcement thereof may be limited by (X) bankruptcy, insolvency, reorganization, moratorium and similar laws, both state and federal, affecting the reasonable practice enforcement of creditors' rights or remedies in general as from time to time in effect or (Y) the oil exercise by courts of equity powers), and gas industry in the areas in which the Company and its subsidiaries operatethere is not under any such leases any existing material default or material event of default (or event that with notice or lapse of time, or both, would constitute a material default).

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

Title to Property. Except as disclosed in the General Disclosure Package, the (A) The Company and its subsidiaries the Subsidiaries have (i) good and defensible marketable title in fee simple to, or a valid leasehold interest in, all real property owned or leased by them that are material to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained business as described in the General Disclosure Package and (ii) the Prospectus, and good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances security interests, pledges, charges, encumbrances, encroachments, restrictions, mortgages and defects other defects, except such as are (xi) are described disclosed in the General Disclosure Package with respect and the Prospectus or (ii) listed as an exception to the owner’s or leasehold title insurance policies furnished by the Company to the Underwriters and their counsel or (iii) could not reasonably be expected to have a material adverse effect on the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary interest in the oil and gas industry or arise in connection with drilling and production operationsrelated property, or (z) do not materially affect the value of such property or the properties of the Company business conducted thereon; (B) any real property, improvements, equipment and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real personal property and buildings held under lease by the Company and its subsidiaries or any Subsidiary are held by them under valid, subsisting existing and enforceable leases, in each case, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesany Subsidiary; and (C) except with respect to the working interests derived Company’s corporate headquarters at 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 (the “Headquarters”), the Company or a Subsidiary has an owner’s or leasehold title insurance policy, from oila title insurance company licensed to issue such policy, gas on each property described in the Registration Statement, General Disclosure Package and mineral leases Prospectus as being owned or mineral interests that constitute a portion of leased, as the real property held or leased case may be, by the Company and its subsidiariesor a Subsidiary, reflect that insures the Company’s or the Subsidiary’s fee simple or leasehold interest, as the case may be, in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property property, which policies include only commercially reasonable exceptions, and with coverages in amounts at least equal to amounts that are generally deemed in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect Company’s industry to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices be commercially reasonable in the areas in which markets where the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas Company’s properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateare located.

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

Title to Property. Neither the Company nor any of its Subsidiaries owns or has title to any real property. Except as disclosed in the Registration Statement, the General Disclosure PackagePackage and the Prospectuses, the Company and its subsidiaries Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets (excluding Intellectual Property, which is addressed below) owned by themthem that are material to the businesses of the Company or such Subsidiary, in each case free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances and defects of any kind, except such as those that (xi) are described do not, individually or in the General Disclosure Package with respect to the Company’s revolving credit facilityaggregate, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company and any of its Subsidiaries or its subsidiaries(ii) would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and all of the working interests derived from oilleases and subleases material to the business of the Company and its Subsidiaries, gas considered as one enterprise, and mineral under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectuses, are in full force and effect, and neither the Company nor any such Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or mineral interests that constitute a portion subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued quiet possession of the leased or subleased premises under any such lease or sublease. Any real property held or described in the Registration Statement, the General Disclosure Package and the Prospectuses as being leased by the Company and any of its subsidiariesSubsidiaries is held by them under valid, reflect in all material respects existing and enforceable leases, except those that (A) do not materially interfere with the rights use made or proposed to be made of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and or any of its subsidiaries with respect to acquiring Subsidiaries or otherwise procuring such leases (B) would not be reasonably expected, individually or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein aggregate, to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

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

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

Title to Property. Except as disclosed in the General Disclosure Package, the (A) The Company and its subsidiaries the Subsidiaries have (i) good and defensible marketable title in fee simple to, or a valid leasehold interest in, all real property owned or leased by them that are material to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained business as described in the General Disclosure Package and (ii) the Prospectus, and good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances security interests, pledges, charges, encumbrances, encroachments, restrictions, mortgages and defects other defects, except such as are (xi) are described disclosed in the General Disclosure Package with respect and the Prospectus or (ii) listed as an exception to the owner’s or leasehold title insurance policies furnished by the Company to the Underwriter and its counsel or (iii) could not reasonably be expected to have a material adverse effect on the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary interest in the oil and gas industry or arise in connection with drilling and production operationsrelated property, or (z) do not materially affect the value of such property or the properties of the Company business conducted thereon; (B) any real property, improvements, equipment and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real personal property and buildings held under lease by the Company and its subsidiaries or any Subsidiary are held by them under valid, subsisting existing and enforceable leases, in each case, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesany Subsidiary; and (C) except with respect to the working interests derived Company’s corporate headquarters at 0 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, XX 00000 (the “Headquarters”), the Company or a Subsidiary has an owner’s or leasehold title insurance policy, from oila title insurance company licensed to issue such policy, gas on each property described in the Registration Statement, General Disclosure Package and mineral leases Prospectus as being owned or mineral interests that constitute a portion of leased, as the real property held or leased case may be, by the Company and its subsidiariesor a Subsidiary, reflect that insures the Company’s or the Subsidiary’s fee simple or leasehold interest, as the case may be, in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property property, which policies include only commercially reasonable exceptions, and with coverages in amounts at least equal to amounts that are generally deemed in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect Company’s industry to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices be commercially reasonable in the areas in which markets where the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas Company’s properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateare located.

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries ----------------- have (i) good and defensible title to all of the interests in their producing oil and gas properties, and any gas gathering properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themthat it owns, in each case free and clear of all liens, encumbrances and defects defects, except such as (xa) are those described in the General Disclosure Package with respect to the Company’s revolving credit facilityOffering Memorandum, (yb) are liens securing taxes and other governmental charges, or claims of materialmen, mechanics and similar persons, not yet due and payable, (c) liens and encumbrances under operating agreements, unitization and pooling agreements, production and gas sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure securing payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations(d) liens, or (z) encumbrances and defects that do not in the aggregate materially affect the value of the such oil and gas properties of the Company and its subsidiaries and do not or gas gathering properties or materially interfere in any material respect with the use made or proposed to be made of such properties by the Company or and its subsidiaries; any . Except to the extent described in the Offering Memorandum, the oil, gas and mineral leases, coal methane leases, options to lease, drilling concessions or other real property and buildings interests therein held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not reflect in all material and do not interfere in any material respect with respects the use made and proposed to be made right of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects as the rights of case may be, to explore or receive production from the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property undeveloped properties described in the manner contemplated by the General Disclosure PackageOffering Memorandum, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or leases, options to lease, drilling concessions and other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce explore such for hydrocarbons. With respect All other leases and subleases material to interests in oil and gas properties obtained by or on behalf the business of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingsubsidiaries, the Company considered as one enterprise, and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in under which the Company and or any of its subsidiaries operateholds properties described in the Offering Memorandum are in full force and effect, and neither the Company nor any of its subsidiaries has actual notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of such leases or subleases, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

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

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

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

Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have Such Borrower has (i) good and defensible marketable fee simple title to or valid leasehold interests in all of its real property, including, without limitation, the interests in oil Real Estate (all such real property and gas properties underlying the Company’s estimates nature of its net proved reserves contained in the General Disclosure Package such Borrower's or any Subsidiary's interest therein is disclosed on Schedule 6.19) and (ii) good and marketable title or valid leasehold interests to all of its other property (including without limitation, all real and personal other property in each case as reflected in the General Disclosure Package as assets owned by themfinancial statements delivered to the Agent hereunder), other than, with respect to properties described in clause (ii) above, properties disposed of in the ordinary course of business or in any manner otherwise permitted under this Credit Agreement since the date of the most recent audited consolidated balance sheet of such Borrower, and in each case free subject to no Liens other than Permitted Liens. Such Borrower and clear its Subsidiaries enjoy peaceful and undisturbed possession of all liensits real property, encumbrances including, without limitation, the Real Estate, and defects except there is no pending or, to their actual knowledge, threatened condemnation proceeding relating to any such as (x) are described in the General Disclosure Package real property that could reasonably be expected to have a Material Adverse Effect. The leases with respect to the Company’s revolving credit facilityleased property, together with any leases of real property entered into by such Borrower after the date hereof, are referred to collectively as the "Leases". None of the Leases contains provisions which have or could reasonably be expected to have a Material Adverse Effect. All of the Structures and other tangible assets owned, leased or used by such Borrower or any of its Subsidiaries in the conduct of their respective businesses are (a) insured to the extent and in a manner customary in the industry in which such Borrower or such Subsidiaries are engaged, (yb) are liens structurally sound with no known defects, (c) in good operating condition and encumbrances under operating agreementsrepair, unitization subject to ordinary wear and pooling agreementstear, production sales contracts(d) not in need of maintenance or repair except for ordinary, farmout agreements routine maintenance and repair the cost of which is immaterial, (e) sufficient for the operation of the businesses of such Borrower and its Subsidiaries as currently conducted and (f) in conformity with all applicable laws, ordinances, orders, regulations and other oil requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and gas exploration, participation health laws and production agreementsregulations) relating thereto, in each case that secure payment of amounts case, except where the failure to so comply or so conform could not yet due and payable for the performance of other unmatured obligations and are of reasonably be expected to have a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

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

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

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

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

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

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

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

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

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

Title to Property. Except as otherwise disclosed in the General Disclosure PackagePackage and the Prospectus, (A) the Company and its subsidiaries have (i) good and defensible marketable title in fee simple to all of the interests in oil real property and gas properties underlying the Company’s estimates of its net proved reserves contained improvements described in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package Prospectus as assets being owned by themthe Company (none of which is leased by the Company or any of its subsidiaries, in as lessee) and have acquired title insurance with respect to each case free and clear of all liens, encumbrances and defects except such as (x) are the properties described in the General Disclosure Package with respect to and the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties Prospectus as being owned by the Company or its subsidiaries; any other (B) all liens, charges, encumbrances, claims or restrictions on or affecting the real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made improvements of such property and buildings by the Company or any of its subsidiaries; subsidiaries which are required to be disclosed in the General Disclosure Package and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a Prospectus are disclosed therein; (C) neither the Company nor any of its subsidiaries nor any lessee of any portion of the real property held or leased by improvements of the Company or any of its subsidiaries is in default under any of the leases pursuant to which the Company or any of its subsidiaries leases (as lessor) its real property or improvements and the Company knows of no event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such leases, except such defaults that would not, individually or in the aggregate, have a Material Adverse Effect; (D) no tenant under any of the leases pursuant to which the Company or any of its subsidiaries, reflect in subsidiaries leases any of its real property or improvements has an option or right of first refusal to purchase the premises demised under such lease; (E) all material respects of the rights real property and improvements of the Company and its subsidiaries comply with all applicable codes and zoning laws and regulations, except for such failures to explorecomply which would not, develop individually or produce hydrocarbons from such in the aggregate, have a Material Adverse Effect; and (F) the Company has no knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that would in any manner affect the size of, use of, improvements on, construction on, or access to any of the real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and or any of its subsidiaries subsidiaries, except such proceedings or actions that have not yet been drilled would not, individually or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateaggregate, have a Material Adverse Effect.

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

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

Title to Property. Except as disclosed (A) The Company, each of its subsidiaries and any joint ventures in the General Disclosure Package, which the Company and or any of its subsidiaries owns an interest, as the case may be, have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable fee simple title or leasehold title, as the case may be, to all real property owned or leased, as applicable, by the Company or its subsidiaries or the applicable joint venture, respectively, and good title to all other real and personal property reflected in the General Disclosure Package as assets properties owned by them, and any improvements thereon and all other assets that are required for the operation of such properties in each case the manner in which they currently are operated, free and clear of all liens, encumbrances encumbrances, claims, security interests and defects defects, except such as are Permitted Encumbrances (xas defined below); (B) all material liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of any of the Company or its subsidiaries or any joint venture in which the Company or any of its subsidiaries owns an interest that are described required to be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus are disclosed therein; (C) each of the Properties complies with respect all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Company’s revolving credit facilityProperties), except if and to the extent disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that would not in the aggregate have a Material Adverse Effect; (yD) there are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable effect for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties assets of the Company and its subsidiaries and do not interfere in or any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas joint venture in which the Company and or any of its subsidiaries operate owns an interest, insurance policies covering the risks and in amounts that are commercially reasonable for acquiring or procuring leases the types of assets owned by them and interests therein that are consistent with the types and amounts of insurance typically maintained by prudent owners of properties similar to exploresuch assets in the markets in which such assets are located, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of neither the Company and nor any of its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas any joint venture in which the Company and or any of its subsidiaries operate.owns an interest

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

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

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

Title to Property. (a) Except as disclosed in the General Disclosure Package, the Company would not be material to such Party and its subsidiaries have Subsidiaries taken as a whole, such Party or one of its Subsidiaries (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) has good and marketable title to all other the real and personal property reflected in properties listed on Section 3.20(a) of such Party’s Disclosure Memorandum (the General Disclosure Package as assets owned by them“Owned Real Property”), in each case free and clear of all liensLiens of any nature whatsoever, encumbrances except (A) statutory Liens securing payments not yet due (or being contested in good faith and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityfor which adequate reserves have been established), (yB) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts Liens for real property Taxes not yet due and payable for the performance payable, (C) easements, rights of way, and other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (D) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the Company properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and its subsidiaries (ii) has good and do not interfere marketable leasehold interests in all of such Party’s Leased Premises, free and clear of all Liens of any material respect with nature whatsoever, except for Permitted Encumbrances, and is in sole possession of the use made or proposed properties purported to be made leased thereunder, subject and pursuant to the terms of such properties by Party’s Real Property Leases. From December 31, 2017 to the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under validdate hereof, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made none of such property and buildings Party’s Leased Premises or Owned Real Property has been taken by eminent domain (or to the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion Knowledge of such Party as of the real property held date hereof is the subject of a pending or leased by the Company and its subsidiaries, reflect in all material respects the rights contemplated taking which has not been consummated). All of the Company material land, buildings, structures, plants, facilities and other material improvements leased or used by such Party or any of its subsidiaries to explore, develop or produce hydrocarbons from such real property Subsidiaries in the manner contemplated by the General Disclosure Packageconduct of such Party’s or such Subsidiary’s business, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring other than those items that comprise part of such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to exploreParty’s Owned Real Property, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or are included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateParty’s Leased Premises.

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

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

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

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to, or have valid and enforceable rights to lease or otherwise use, all other items of real property and personal property reflected (other than with respect to Intellectual Property Rights, which is addressed exclusively in Section 2.25) that are material to the General Disclosure Package as assets owned by themrespective businesses of the Company and its subsidiaries, in each case case, free and clear of all liens, encumbrances encumbrances, claims, and defects and imperfections of title, except such liens, encumbrances, claims, defects and imperfections as (xi) are described disclosed in the General Registration Statement, the Pricing Disclosure Package with respect to and the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsFinal Prospectus, or (zii) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not materially interfere in any material respect with the use made or proposed to be made of such properties property by the Company or and its subsidiaries; any other . The Company and its subsidiaries have good and marketable title to, or have valid and enforceable rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case, free and clear of all liens, encumbrances, claims and defects and imperfections of title, except such liens, encumbrances, claims, defects and imperfections as (i) are disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, or (ii) do not materially affect the value of such property and buildings do not materially interfere with the use made or proposed to be made of such property by the Company and its subsidiaries. All items of real and personal property held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere in any material respect with the use made and or proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operate.

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

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

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

Title to Property. (a) Except as disclosed in the General Disclosure Packagewould not be material to Company, the Company and or one of its subsidiaries have Subsidiaries (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) has good and marketable title to all other real and personal property reflected in the General Disclosure Package Company Financial Statements as assets being owned by themCompany or one of its Subsidiaries other than OREO (“Owned Real Property”), in each case free and clear of all liensLiens of any nature whatsoever, encumbrances except for (A) statutory Liens securing payments not yet due (or being contested in good faith and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityfor which adequate reserves have been established), (yB) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements Liens for Taxes and other oil governmental charges and gas exploration, participation and production agreements, in each case that secure payment of amounts assessments not yet due and payable (or being contested in good faith and for the performance which adequate reserves have been established in accordance with GAAP), (C) easements, rights of way, and restrictions, zoning ordinances and other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby in the ordinary course of business, (D) Liens of carriers, warehousemen, mechanics’ and materialmen and other like Liens arising in the ordinary course of business, and (E) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties ((A) through (E) collectively, “Permitted Encumbrances”) and (ii) has good and marketable leasehold interests in all parcels of real property leased to Company reflected in the Company Financial Statements (the “Leased Premises”), free and clear of all Liens of any nature created by Company or any of its subsidiaries Subsidiaries or, to the Knowledge of Company, any other Person, except for Permitted Encumbrances, and do not interfere is in any material respect with sole possession of the use made or proposed properties purported to be made leased thereunder, subject and pursuant to the terms of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material subleases, licenses or other contracts (including all amendments, modifications and do not interfere in any material respect with supplements thereto) (the use made and proposed to be made of such property and buildings by “Real Property Leases”). Since the Company or its subsidiaries; and the working interests derived from oilBalance Sheet Date, gas and mineral leases or mineral interests that constitute a portion none of the real property held Leased Premises or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care Owned Real Property has been taken by eminent domain (or to the Knowledge of Company and its subsidiaries with respect to acquiring is the subject of a pending or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in contemplated taking which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have has not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateconsummated).

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

Title to Property. (a) Except as disclosed would not reasonably be expected to, individually or in the General Disclosure Packageaggregate, the be material to Company and its subsidiaries have Subsidiary, Company or its Subsidiary (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) has good and marketable title to all other real and personal property reflected in the General Disclosure Package Company Financial Statements as assets being owned by themCompany or its Subsidiary other than OREO (“Owned Real Property”), in each case free and clear of all liensLiens, encumbrances except for (A) statutory Liens securing payments not yet due (or being contested in good faith and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityfor which adequate reserves have been established), (yB) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements Liens for Taxes and other oil governmental charges and gas exploration, participation and production agreements, in each case that secure payment of amounts assessments not yet due and payable (or being contested in good faith and for the performance which adequate reserves have been established in accordance with GAAP), (C) easements, rights of way, and restrictions, zoning ordinances and other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby in the ordinary course of business, (D) Liens of carriers, warehousemen, mechanics’ and materialmen and other like Liens arising in the ordinary course of business, and (E) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the Company and its subsidiaries and do not interfere in any material respect with the use made properties or proposed to be made of assets subject thereto or affected thereby or otherwise materially impair business operations at such properties ((A) through (E) collectively, “Permitted Encumbrances”) and (ii) is the lessee of all leasehold interests in all parcels of real property leased to Company reflected in the Company Financial Statements (except for leases that have expired by their terms since the date thereof) (the “Leased Premises”), free and clear of all Liens of any nature created by Company or its subsidiaries; Subsidiary or, to the Knowledge of Company, any other real property Person, except for Permitted Encumbrances, and buildings held under lease by is, except as set forth in Section 3.20(b) of the Company Disclosure Schedule, in sole possession of the properties purported to be leased thereunder, subject and its subsidiaries are held by them under valid, subsisting and enforceable pursuant to the terms of the leases, with such exceptions as are not material subleases, licenses or other contracts (including all amendments, modifications and do not interfere in any material respect with supplements thereto) (the use made and proposed to be made of such property and buildings by “Real Property Leases”). Since the Company or its subsidiaries; and the working interests derived from oilBalance Sheet Date, gas and mineral leases or mineral interests that constitute a portion none of the real property held Leased Premises or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care Owned Real Property has been taken by eminent domain (or to the Knowledge of Company is the subject of a pending taking which has not been consummated and its subsidiaries with respect to acquiring or otherwise procuring the Knowledge of Company no such leases or other property interests was generally consistent with standard industry practices taking has been threatened in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatewriting).

Title to Property. Except as disclosed in the General Disclosure Package, Each of the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) Subsidiaries has good and marketable title to to, or valid and enforceable leasehold interests in, all other real and personal property reflected in the General Disclosure Package as tangible properties and assets owned or leased by them, in each case it free and clear of all liens, encumbrances encumbrances, security interests, restrictions, equities, claims and defects defects, except (A) such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsProspectus, or (z) such as do not materially adversely affect the value of the any of such properties of the Company and its subsidiaries or assets taken as a whole and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of any of such property properties or assets, and buildings by (B) liens for taxes not yet due and payable as to which appropriate reserves have been established and reflected on the Financial Statements. The Company owns or leases all such properties as are necessary to its subsidiariesoperations as now conducted, and as proposed to be conducted as set forth in the Registration Statement and the Prospectus; and the working interests derived from oil, gas properties and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights business of the Company and its subsidiaries Subsidiaries conform in all material respects to explore, develop or produce hydrocarbons from such real property the descriptions thereof contained in the manner contemplated by the General Disclosure Package, Registration Statement and the care taken by Prospectus. All the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring material leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf subleases of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingSubsidiaries, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in under which the Company or any Subsidiary holds properties or assets as lessee or sublessee, constitute valid leasehold interests of the Company or such Subsidiary free and clear of any lien, encumbrance, security interest, restriction, equity, claim or defect, are in full force and effect, and neither the Company nor any Subsidiary is in default in respect of any of the material terms or provisions of any such material leases or subleases, and neither the Company nor any Subsidiary has notice of any claim which has been asserted by anyone adverse to the Company's or any of its subsidiaries operateSubsidiary's right as lessee or sublessee under either the material lease or sublease, or affecting or questioning the Company's or any Subsidiary's right to the continued possession of the leased or subleased premises under any such material lease or sublease, which may have a Material Adverse Effect.

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

Title to Property. (a) Except as disclosed in the General Disclosure Packagewould not be material to Bank and Bank Subsidiaries, the Company taken as a whole, Bank and its subsidiaries have each Bank Subsidiary (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and has (iior will have, at Closing) good and marketable title to all other the owned real and personal property reflected properties on which the Branches are located (except properties sold or otherwise disposed of since the date of the Balance Sheet in the General Disclosure Package as assets owned by themordinary course of business) (the “Owned Real Property”), in each case free and clear of all liensLiens of any nature whatsoever, encumbrances except (A) statutory Liens securing payments not yet due (or being contested in good faith and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityfor which adequate reserves have been established), (yB) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts Liens for real property Taxes not yet due and payable for the performance payable, (C) easements, rights of way, and other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (D) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the Company properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and its subsidiaries (ii) has good and do not interfere marketable leasehold interests in all the Leased Premises, free and clear of all Liens of any material respect with nature whatsoever, except for Permitted Encumbrances, and is in sole possession of the use made or proposed properties purported to be made leased thereunder, subject and pursuant to the terms of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; Branch Leases and the working interests derived from oilTenant Leases. Since the Balance Sheet Date, gas and mineral leases or mineral interests that constitute a portion none of the real property held Leased Premises or leased Owned Real Property has been taken by eminent domain (or to Seller’s Knowledge is the Company and its subsidiaries, reflect in all material respects the rights subject of a pending or contemplated taking which has not been consummated). All of the Company land, buildings, structures, plants, facilities and its subsidiaries to explore, develop other improvements leased or produce hydrocarbons from such real property owned by Bank or any Bank Subsidiary in the manner contemplated by conduct of Bank’s or such Subsidiary’s business other than those items that comprise part of the General Owned Real Property are included (except as set forth in Section 3.26 of the Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices Schedule) in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateLeased Premises.

Title to Property. Except as disclosed in the General Disclosure Package(A) The Company, the Company and its subsidiaries have (i) good and defensible title to all of Operating Partnership, the interests Subsidiaries or any joint venture partnership in oil and gas properties underlying which the Company’s estimates of its net proved reserves contained in , the General Disclosure Package and (ii) Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold title, as the case may be, to all real property owned or leased, as applicable, by the Company, the Operating Partnership, the Subsidiaries or the applicable joint venture partnership, respectively, and good title to all other real and personal property reflected in the General Disclosure Package as assets properties owned by them, and any improvements thereon and all other assets that are required for the operation of such properties in each case the manner in which they currently are operated, free and clear of all liens, encumbrances encumbrances, claims, security interests and defects defects, except such as are Permitted Encumbrances (xas defined below); (B) are described in all material liens, charges, encumbrances, claims or restrictions on or affecting any of the General Disclosure Package with respect to Properties and the assets of any of the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreementsthe Operating Partnership, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry Subsidiaries or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas joint venture partnership in which the Company and its subsidiaries operate for acquiring Company, the Operating Partnership or procuring leases and interests therein any Subsidiary owns an interest that are required to explore, develop or produce hydrocarbons. With respect to interests be disclosed in oil and gas properties obtained by or on behalf the Prospectus are disclosed therein; (C) each of the Company Properties complies with all applicable codes, laws and its subsidiaries regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Prospectus and except for such failures to comply that would not in the aggregate have not yet been drilled or included a Material Adverse Effect; (D) there are in a unit effect for drillingthe assets of each of the Company, the Company and its subsidiaries have carried out such title investigations in accordance with Operating Partnership, the reasonable practice in the oil and gas industry in the areas Subsidiaries or any joint venture partnership in which the Company, the Operating Partnership or any Subsidiary owns an interest, insurance policies covering the risks and in amounts that are commercially reasonable for the types of assets owned by them and that are consistent with the types and amounts of insurance typically maintained by prudent owners of properties similar to such assets in the markets in which such assets are located, and none of the Company, the Operating Partnership, the Subsidiaries or any joint venture partnership in which the Company, the Operating Partnership or any Subsidiary owns an interest has received from any insurance company notice of any material defects or deficiencies affecting the insurability of any such assets or any notices of cancellation or intent to cancel any such policies; and (E) neither the Company and its subsidiaries operate.nor the Operating Partnership has any knowledge of any pending or threatened,

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

Title to Property. Except The Company’s subsidiaries have good and insurable fee, easement or leasehold (as disclosed in applicable) title to the General Disclosure Package, Properties and the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances and defects of any kind, except (A) such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityProspectus, (yB) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts for taxes not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary payable, (C) in the oil and gas industry case of personal property located at certain real property, such as are subject to purchase money, equipment lease or arise similar financing arrangements which have been entered into in connection the ordinary course of business with drilling and production operations, an aggregate amount not in excess of $5 million or (zD) those which do not materially affect not, singly or in the value aggregate, have a Material Adverse Effect. All of the properties leases and subleases material to the business of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in all the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has received any written notice of any material respects claim that has been asserted by anyone adverse to the rights of the Company and or any of its subsidiaries under any such leases or subleases, or affecting or questioning the rights of the Company or any of its subsidiaries to explorethe continued possession of the leased or subleased premises under any such lease or sublease and that would singly, develop or produce hydrocarbons from such real property in the manner contemplated aggregate, have a Material Adverse Effect. Except for leases and subleases in effect on the date hereof, no Person has any possessory interest in any Property or right to occupy the same except under and pursuant to (i) licenses or easements entered into by the General Disclosure PackageCompany or a subsidiary or their predecessors, and including CWH or any of its subsidiaries with respect to the care taken by 251 properties the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company acquired from CWH and its subsidiaries operate for acquiring or procuring leases and interests therein to explore(the “Initial Properties”), develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil ordinary course of their business or (ii) liens, claims, encumbrances and gas industry restrictions described above, and except for the interests and rights as would not singly, or in the areas in which the Company and its subsidiaries operateaggregate, have a Material Adverse Effect.

Title to Property. Except The Company’s subsidiaries have good and insurable fee, easement or leasehold (as disclosed in applicable) title to the General Disclosure Package, Properties and the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances and defects of any kind, except (A) such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityProspectus, (yB) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts for taxes not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary payable, (C) in the oil and gas industry case of personal property located at certain real property, such as are subject to purchase money, equipment lease or arise similar financing arrangements which have been entered into in connection the ordinary course of business with drilling and production operations, an aggregate amount not in excess of $5 million or (zD) those which do not materially affect not, singly or in the value aggregate, have a Material Adverse Effect. All of the properties leases and subleases material to the business of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in all the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has received any written notice of any material respects claim that has been asserted by anyone adverse to the rights of the Company and or any of its subsidiaries under any such leases or subleases, or affecting or questioning the rights of the Company or any of its subsidiaries to explorethe continued possession of the leased or subleased premises under any such lease or sublease. Except for leases and subleases in effect on the date hereof, develop no Person has any possessory interest in any Property or produce hydrocarbons from such real property in right to occupy the manner contemplated by the General Disclosure Package, same except under and the care taken pursuant to (i) licenses or easements entered into by the Company and or a subsidiary (and/or CWH or any of its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices the Initial Properties) in the areas in which the Company ordinary course of their business or (ii) liens, claims, encumbrances and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operaterestrictions described above.

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

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

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries Subsidiaries have (i) good and defensible indefeasible title to all of the their interests in oil and gas properties underlying (other than interests earned under farm-out, participation or similar agreements in which an assignment or transfer is pending) and all other real property owned by the Company’s estimates of Company and its net proved reserves contained in the General Disclosure Package Subsidiaries and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets properties owned by them, in each case case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances and defects of any kind except such as (xA) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityProspectus, (yB) are liens and encumbrances under the Credit Agreement, (C) liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout farm-out agreements and other oil and gas explorationexploration participation, participation production and production transportation agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured inchoate obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (zC) do not not, singly or in the aggregate, materially affect the value of the properties of the Company and its subsidiaries affected property and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and Subsidiaries, as the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion case may be. All of the leases and subleases of real property held or leased by that are material to the business of the Company or any of its Subsidiaries and under which the Company or any of its subsidiariesSubsidiaries holds properties described in the Prospectus, reflect are in all full force and effect, and neither the Company nor any of its Subsidiaries has received notice of any material respects claim of any sort that has been asserted by anyone adverse to the rights of the Company and or any of its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring Subsidiaries under any of such leases or other property interests was generally consistent with standard industry practices in subleases, or affecting or questioning the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf rights of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, such Subsidiary to the Company and its subsidiaries have carried out continued possession of the leased or subleased premises under any such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatelease or sublease.

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

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

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries have has (i) legal, good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved oil and natural gas reserves contained in the General Disclosure Package and the Prospectus and (ii) good and marketable title to all other real and personal property reflected described in the General Disclosure Package and Prospectus as assets owned by themit, in each case free and clear of all liens, encumbrances and defects except such (i) as (x) are described in the General Disclosure Package with respect and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the Company’s revolving credit facilityApplicable Time), (yii) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, exploration participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (ziii) do as are not materially affect material to the value business of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any Company. Any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesCompany; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure PackagePackage and the Prospectus, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate operates for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties leases obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and or its subsidiaries agents have carried out such title investigations in accordance with the reasonable practice practices customary in the oil and gas industry in the areas in which the leased properties are located. As of the date hereof, (i) all royalties, rentals, deposits and other amounts owed under the oil and gas leases constituting the oil and gas properties of the Company have been properly and timely paid (other than amounts held in suspense accounts pending routine payments or related to disputes about the proper identification of royalty owners and except where the failure to timely pay or pay such amounts would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change); and no material amount of proceeds from the sale or production attributable to the oil and gas properties of the Company are currently being held in suspense by any purchaser thereof, and (ii) there are no material claims under take-or-pay contracts pursuant to which natural gas purchasers have any make-up rights affecting the interests of the Company in its subsidiaries operateoil and gas properties.

Title to Property. Except as disclosed Other than Excluded Assets and Transferred Contracts, the appropriate RLH Company has good title (or lessee's interest in the General Disclosure Package, the Company and its subsidiaries have (i) good and defensible title to all case of the interests in oil and gas properties underlying RLH Leased Properties) to the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected property: (1) used in the General Disclosure Package as assets owned by themoperation of the RLH Lease and of the RLH Owned Properties; or (2) listed on the Balance Sheet (collectively, in each case the "TANGIBLE ASSETS"). The real property included within the RLH Lease and RLH Owned Properties is free and clear of all liensEncumbrances, encumbrances and defects except such as except: (xi) are described any matter set forth in the General Disclosure Package with respect to title reports for the Company’s revolving credit facilityvarious owned and leased RLH Properties, as listed in SCHEDULE 3.18; (yii) are any liens and encumbrances under operating agreementsfor liabilities or obligations reflected in the Financial Statements; (iii) liens for Taxes, unitization and pooling agreements, production sales contracts, farmout agreements assessments and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts governmental charges not yet due and payable for the performance of or due but being contested in good faith by appropriate proceedings; (iv) mechanics', workmen's, repairmen's, warehousemen's, carriers, or other unmatured obligations and are of a scope and nature customary like liens arising or incurred in the oil and gas industry or arise in connection with drilling and production operations, or Ordinary Course of Business; (zv) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring real property, (A) easements, quasi-easements, licenses, covenants, rights-of-way and other similar restrictions, including, without limitation, any other agreements, conditions or otherwise procuring such leases restrictions which would be shown by a current title report or other property interests was generally consistent similar report or listing, (B) any conditions that may be shown by a current title report, survey or physical inspections and (C) zoning, building and other similar restrictions; and (vi) with standard industry practices respect to personal property, original purchase price conditional sale contracts and equipment leases with third parties entered into in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf Ordinary Course of the Company and its subsidiaries that have not yet been drilled or Business; (all items included in a unit for drillingthe above clauses (i) through (vii) are referred to collectively herein as the "PERMITTED ENCUMBRANCES"). SELLER MAKES NO REPRESENTATION IN THIS AGREEMENT AS TO THE PHYSICAL CONDITION OR USEFULNESS FOR A PARTICULAR PURPOSE OF THE REAL OR TANGIBLE PERSONAL PROPERTY INCLUDED IN THE RLH PROPERTIES. FURTHER, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateNOTWITHSTANDING ANY PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, BUYER ACKNOWLEDGES AND UNDERSTANDS THAT SOME OF THE MATERIALS DELIVERED BY SELLER TO BUYER HAVE BEEN PREPARED BY PARTIES OTHER THAN SELLER OR RLH. SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED OR IMPLIED, AS TO THE COMPLETENESS, CONTENT OR ACCURACY OF THE DELIVERED MATERIALS WHICH WERE NOT PREPARED BY SELLER OR ANY OF THE RLH COMPANIES.

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and each of its subsidiaries have (i) has good and defensible marketable title in fee simple to all of the interests in oil real property owned by it, and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themit, in each case free and clear of all liens, encumbrances encumbrances, claims, security interests and defects defects, except such as (x) are described in the General Disclosure Package with respect to and the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry Final Offering Memorandum or arise in connection with drilling and production operations, or (z) such as do not materially affect the value of such property and do not materially interfere with the properties use made of such property by the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real . All property and buildings held under lease by the Company and its subsidiaries are is held by them under valid, subsisting existing and enforceable leases, with free and clear of all liens, encumbrances, claims, security interests and defects, except such exceptions as are not material and do not materially interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries. Subsequent to the respective dates as of which information is given in the Offering Memorandum, reflect in all material respects (i) there has not been any event which would reasonably be expected to have a Material Adverse Effect; (ii) neither the rights Company nor any of its subsidiaries has sustained any loss or interference with its assets, businesses or properties (whether owned or leased) from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree which would reasonably be expected to have a Material Adverse Effect; and (iii) since the date of the latest balance sheet included or incorporated by reference in the Offering Memorandum, except as otherwise disclosed in the Offering Memorandum, neither the Company and nor its subsidiaries has (A) issued any securities (other than securities pursuant to explorethe Company’s equity incentive plans) or incurred any liability or obligation, develop direct or produce hydrocarbons from contingent, for borrowed money, except such real property liabilities or obligations incurred in the manner contemplated by ordinary course of business, (B) entered into any transaction not in the General Disclosure Packageordinary course of business or (C) declared or paid any dividend or made any distribution on any shares of its stock or redeemed, and the care taken by the Company and its subsidiaries with respect to acquiring purchased or otherwise procuring such leases acquired or other property interests was generally consistent with standard industry practices in the areas in which the Company and agreed to redeem, purchase or otherwise acquire any shares of its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatecapital stock.

Title to Property. Except as disclosed in the General Disclosure PackageThe Operating Subsidiary has (a) good, the Company and its subsidiaries have (i) good valid and defensible title to all of the interests in the oil and gas properties underlying Properties supporting the Company’s estimates of its net proved reserves contained in the General Disclosure Package and SEC Documents, (iib) good and marketable indefeasible title to all real property owned by it, other real than the oil and gas Properties covered by clause (a), and (c) good title to all personal property reflected described in the General Disclosure Package SEC Documents as assets being owned by themit, in each case free and clear of all liens, encumbrances and defects Liens except (i) such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilitySEC Documents, (yii) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or such as arise in connection with drilling and production operationsthe Credit Agreement, or (ziii) such as do not (individually or in the aggregate) materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties Properties by the Company or its subsidiaries; any other real property and buildings held under lease by Partnership Entities as described in the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the SEC Documents. The working interests derived from oil, gas and mineral leases or mineral interests that interests, which constitute a portion of the real property held or leased by the Company and its subsidiariesOperating Subsidiary, reflect in all material respects the rights right of the Company and its subsidiaries Operating Subsidiary to exploreexplore for, develop or and produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Packageproperty, and the care taken by the Company Operating Subsidiary and any of its subsidiaries predecessors in interest who are or were affiliates of the Partnership Entities with respect to acquiring or otherwise procuring such leases OR MINERAL INTERESTS WAS GENERALLY CONSISTENT WITH STANDARD INDUSTRY PRACTICES IN THE AREAS IN WHICH THE OPERATING SUBSIDIARY AND ANY OF ITS PREDECESSORS WHO ARE OR WERE AFFILIATES OF THE PARTNERSHIP ENTITIES OPERATES FOR ACQUIRING OR PROCURING LEASES AND INTERESTS THEREIN TO EXPLORE FOR, DEVELOP AND PRODUCE HYDROCARBONS. ALL REAL PROPERTY AND BUILDINGS HELD UNDER LEASE OR SUBLEASE BY THE OPERATING SUBSIDIARY, EXCEPT THE OIL AND GAS PROPERTIES COVERED BY CLAUSE (A) ABOVE (THE “Leased and Subleased Properties”), are held by it under valid, subsisting and enforceable leases or other property interests was generally consistent subleases, as the case may be, subject to exceptions that do not materially interfere with standard industry practices the use made and proposed to be made of such Leased and Subleased Properties by the Operating Subsidiary as described in the areas in which the Company SEC Documents, and its subsidiaries operate for acquiring or procuring all such leases and interests therein subleases are in full force and effect. The Operating Subsidiary has not received any notice of any claim that has been asserted by anyone adverse to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf the rights of the Company and its subsidiaries that have not yet been drilled Operating Subsidiary under any of the leases or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice subleases mentioned in the oil prior sentence above or affecting or questioning the rights of the Operating Subsidiary to the continued possession of the Leased and gas industry Subleased Properties under any such lease or sublease except for such claims that would not reasonably be expected, individually or in the areas in which the Company and its subsidiaries operateaggregate, to have a Partnership Material Adverse Effect.

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

Title to Property. Except as disclosed in the General Disclosure PackageThe Company, Operating Partnership, the ----------------- Subsidiaries or any joint venture partnership in which the Company and its subsidiaries owns an interest, as the case may be, have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable fee simple title or leasehold title, as the case may be, to all real property owned or leased, or represented to be owned or leased, as applicable, by the Company, the Operating Partnership, the Subsidiaries, respectively, and good title to all other real and personal property reflected in the General Disclosure Package as assets properties owned by them, and any improvements thereon and all other assets that are required for the effective operation of such properties in each case the manner in which they currently are operated, free and clear of all liens, encumbrances encumbrances, claims, security interests and defects defects, except such as are Permitted Encumbrances (xas defined below); (B) all liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of any of the Company, the Operating Partnership, the Subsidiaries or any joint venture partnership in which the Company owns an interest that are required to be disclosed in the Prospectus are disclosed therein; (C) each of the Properties comply with all applicable codes, laws and regulations and (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Prospectus and except for such failures to comply that would not in the aggregate have a Material Adverse Effect; (D) there are in effect for the assets of each of the Company, the Operating Partnership, the Subsidiaries or any joint venture partnership in which the Company owns an interest, insurance policies covering the risks and in amounts that are commercially reasonable for the types of assets owned by them and that are consistent with the types and amounts of insurance typically maintained by prudent owners of properties similar to such assets in the markets in which such assets are located, and none of the Company, the Operating Partnership, the Subsidiaries or any joint venture partnership in which the Company owns an interest has received from any insurance company notice of any material defects or deficiencies affecting the insurability of any such assets or any notices of cancellation or intent to cancel any such policies; and (E) neither the Company nor the Operating Partnership has knowledge of any pending or threatened, litigation, moratorium, condemnation proceedings, zoning change, or other similar proceeding or action that could in any manner affect the size of, use of, improvements on, construction on, access to or availability of utilities or other necessary services to the Properties, except such proceedings or actions that would not have a Material Adverse Effect. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries considered as one enterprise, and under which the Company, the Operating Partnership or any Subsidiary holds Properties described in the General Disclosure Package with respect to Prospectus, are in full force and effect, and neither the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment the Operating Partnership nor any Subsidiary has received any notice of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed claim of any sort that has been asserted by anyone adverse to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company Company, the Operating Partnership nor any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of such Company, Operating Partnership or any Subsidiary of the continued possession of the leased or subleased premises under any such lease or --------------------- sublease. "Permitted Encumbrance" shall mean (a) liens on certain Properties securing any of the Company, the Operating Partnership, and its subsidiaries to exploreany Subsidiary or joint venture partnership obligations, develop (b) liens on certain properties securing the obligations of the Reckson FS Limited Partnership, a Delaware limited partnership, or produce hydrocarbons from such real property the Operating Partnership under the Company's $150,000,000 Credit Facility, (c) other liens which are expressly described in the manner Prospectus and (d) customary easements and encumbrances and other exceptions to title which do not impair the operation, development or use of the Properties for the purposes intended therefor as contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateProspectus.

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

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

Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have Such Obligor has (i) good and defensible marketable fee simple title to or valid leasehold interests in all of its real property, including, without limitation, the interests in oil Real Estate (all such real property and gas properties underlying the Company’s estimates nature of its net proved reserves contained in the General Disclosure Package such Obligor's or any Subsidiary's interest therein is disclosed on Schedule 6.19) and (ii) good and marketable title to all of its other property (including without limitation, all real and personal other property in each case as reflected in the General Disclosure Package as assets owned by themFinancial Statements delivered to the Administrative Agent hereunder), other than, with respect to properties described in clause (ii) above, properties disposed of in the ordinary course of business or in any manner otherwise permitted under this Credit Agreement since the date of the most recent audited consolidated balance sheet of such Obligor, and in each case free subject to no Liens other than Permitted Liens. Such Obligor and clear its Subsidiaries enjoy peaceful and undisturbed possession of all liensits real property, encumbrances including, without limitation, the Real Estate, and defects except there is no pending or, to the best of their knowledge, threatened condemnation proceeding relating to any such as (x) are described in the General Disclosure Package real property. The leases with respect to the Company’s revolving credit facilityleased property, (y) together with any leases of real property entered into by such Obligor after the date hereof, are liens and encumbrances referred to collectively as the "Leases". None of the Leases contains provisions which have or could reasonably be expected to have a Material Adverse Effect. No material default exists under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements any Lease. All of the Structures and other oil tangible assets owned, leased or used by such Obligor or any of its Subsidiaries in the conduct of their respective businesses are (a) insured to the extent and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature manner customary in the oil industry in which such Obligor or such Subsidiaries are engaged, (b) structurally sound with no known defects which have or could reasonably be expected to have a Material Adverse Effect, (c) in good operating condition and gas industry repair, subject to ordinary wear and tear, (d) not in need of maintenance or arise in connection with drilling repair except for ordinary, routine maintenance and production operationsrepair the cost of which is immaterial, or (ze) do not materially affect sufficient for the value operation of the properties businesses of the Company such Obligor and its subsidiaries Subsidiaries as currently conducted and do (f) in conformity with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except where the failure to conform could not interfere in any material respect with the use made or proposed reasonably be expected to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute have a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have (i) good The Company and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) Subsidiaries have good and marketable title in fee simple to, or a valid leasehold interest in, all real property owned or leased by them that are material to the business as described in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, and good title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances security interests, pledges, charges, encumbrances, encroachments, restrictions, mortgages and defects other defects, except such as are (xA) are described disclosed in the General Disclosure Package with respect Registration Statement, the Prospectus and any Permitted Free Writing Prospectus or (B) listed as an exception to the owner’s or leasehold title insurance policies furnished by the Company to the Sales Agent or its counsel or (C) would not reasonably be expected to have a Material Adverse Effect on the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary interest in the oil and gas industry or arise in connection with drilling and production operationsrelated property, or (z) do not materially affect the value of such property or the properties of the Company business conducted thereon; (ii) any real property, improvements, equipment and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real personal property and buildings held under lease by the Company and its subsidiaries or any Subsidiary are held by them under valid, subsisting existing and enforceable leases, in each case, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesany Subsidiary; and (iii) except with respect to the working interests derived Company’s corporate headquarters at 0 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000 (the “Headquarters”), the Company or a Subsidiary has an owner’s or leasehold title insurance policy, from oila title insurance company licensed to issue such policy, gas on each property described in the Registration Statement, the Prospectus and mineral leases any Permitted Free Writing Prospectus as being owned or mineral interests that constitute a portion of leased, as the real property held or leased case may be, by the Company and its subsidiariesor a Subsidiary, reflect that insures the Company’s or the Subsidiary’s fee simple or leasehold interest, as the case may be, in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property property, which policies include only commercially reasonable exceptions, and with coverages in amounts at least equal to amounts that are generally deemed in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect Company’s industry to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices be commercially reasonable in the areas in which markets where the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas Company’s properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateare located.

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

Title to Property. Except as disclosed in the General Disclosure Package, Each of the Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) Subsidiaries has good and marketable title to to, or valid and enforceable leasehold interests in, all other real tangible properties and personal property reflected in the General Disclosure Package as assets owned or leased by them, in each case it free and clear of all liens, encumbrances encumbrances, security interests, restrictions, equities, claims and defects defects, except (A) such as (x) are described in the General Disclosure Package with respect to Prospectus (or, if the Company’s revolving credit facilityProspectus is not in existence, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsmost recent Preliminary Prospectus), or (z) such as do not materially adversely affect the value of the any of such properties of the Company and its subsidiaries or assets taken as a whole and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of any of such property properties or assets, and buildings by (B) liens for taxes not yet due and payable as to which appropriate reserves have been established and reflected on the financial statements included in the Registration Statement. The Company owns or leases all such properties as are necessary to its subsidiariesoperations as now conducted, and as proposed to be conducted as set forth in the Registration Statement and the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus); and the working interests derived from oil, gas properties and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights business of the Company and its subsidiaries Subsidiaries conform in all material respects to explore, develop or produce hydrocarbons from such real property the descriptions thereof contained in the manner contemplated by the General Disclosure Package, Registration Statement and the care taken by Prospectus (or, if the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices Prospectus is not in existence, the areas in which most recent Preliminary Prospectus). All the Company and its subsidiaries operate for acquiring or procuring material leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf subleases of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingSubsidiaries, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in under which the Company or any Subsidiary holds properties or assets as lessee or sublessee, constitute valid leasehold interests of the Company or such Subsidiary free and clear of any lien, encumbrance, security interest, restriction, equity, claim or defect, are in full force and effect, and neither the Company nor any Subsidiary is in default in respect of any of the material terms or provisions of any such material leases or subleases, and neither the Company nor any Subsidiary has notice of any claim which has been asserted by anyone adverse to the Company's or any of its subsidiaries operateSubsidiary's rights as lessee or sublessee under either the material lease or sublease, or affecting or questioning the Company's or any Subsidiary's right to the continued possession of the leased or subleased premises under any such material lease or sublease, which may have a Material Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package, the Company and its subsidiaries have Such Borrower has (i) good and defensible marketable fee simple title to or valid leasehold interests in all of its real property, including, without limitation, the interests in oil Real Estate (all such real property and gas properties underlying the Company’s estimates nature of its net proved reserves contained in the General Disclosure Package such Borrower's or any Subsidiary's interest therein is disclosed on Schedule 6.19) and (ii) good and marketable title to all of its other property (including without limitation, all real and personal other property in each case as reflected in the General Disclosure Package as assets owned by themFinancial Statements delivered to the Agent hereunder), other than, with respect to properties described in clause (ii) above, properties disposed of in the ordinary course of business or in any manner otherwise permitted under this Credit Agreement since the date of the most recent audited consolidated balance sheet of such Borrower, and in each case free subject to no Liens other than Permitted Liens. Such Borrower and clear its Subsidiaries enjoy peaceful and undisturbed possession of all liensits real property, encumbrances including, without limitation, the Real Estate, and defects except there is no pending or, to the best of their knowledge, threatened condemnation proceeding relating to any such as (x) are described in the General Disclosure Package real property. The leases with respect to the Company’s revolving credit facilityleased property, (y) together with any leases of real property entered into by such Borrower after the date hereof, are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements referred to collectively as the "Leases." All of the Structures and other oil tangible assets owned, leased or used by such Borrower or any of its Subsidiaries in the conduct of their respective businesses are (a) insured to the extent and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature manner customary in the oil industry in which such Borrower or such Subsidiaries are engaged, (b) structurally sound with no known material defects, (c) in good operating condition and gas industry repair, subject to ordinary wear and tear, (d) not in need of maintenance or arise in connection with drilling repair except for ordinary, routine maintenance and production operationsrepair the cost of which would not be material, or (ze) do not materially affect sufficient for the value operation of the properties businesses of the Company such Borrower and its subsidiaries Subsidiaries as presently conducted thereon and do (f) in conformity with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except where the failure to conform could not interfere in any material respect with the use made or proposed reasonably be expected to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute have a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

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

Title to Property. Except as disclosed in the General Disclosure Package, the The Company and its subsidiaries do not own and have never owned any real property. The Company and its subsidiaries have (i) good and defensible title valid leasehold interests to all of the interests in oil real property and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (x) are improvements described in the General Disclosure Package Prospectus as being leased by any of them and neither the Company nor any of its subsidiaries has received notice of any claim that there has been or may be asserted by anyone adverse to the rights of the Company or any of its subsidiaries with respect to any such real property or improvements or questioning the Company’s revolving credit facilityrights of the Company to the continued lease, possession or occupancy of such real property or improvements; all Liens or other restrictions on or affecting any real property or improvements leased by the Company or any of its subsidiaries (ya) that are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary required to be disclosed in the oil Prospectus are accurately described in the Prospectus and gas industry or arise in connection with drilling and production operations, or (zb) do not not, individually or in the aggregate, materially adversely affect the value of the properties of the Company and its subsidiaries such real property or improvement and do not interfere in any material respect with the use made or and proposed to be made of any such properties real property or improvement by the Company or any of its subsidiaries; any other all real property and buildings held improvements, and equipment and other property held, used or occupied under lease or sublease by the Company and or any of its subsidiaries are held is held, used or occupied, as the case may be, by them it under valid, subsisting and enforceable leasesleases or subleases, as the case may be, with such exceptions as are not material and do not interfere in any material respect with the use made and or proposed to be made of such real property and buildings or improvements by the Company or any of its subsidiaries, and all such leases and subleases are in full force and effect and there does not exist any breach by the Company or any of its subsidiaries of any of the terms of, or any default by the Company or any of its subsidiaries under, any such leases or subleases and the sale of the Securities to the Underwriters and the other transactions contemplated pursuant to this Agreement have not resulted in and will not result in any such breach or default; and there is no pending or, to the working interests derived from oilknowledge of the Company, gas and mineral leases threatened condemnation, zoning change or mineral interests other proceeding or action that constitute a portion could in any manner affect the size of, use of, improvements on or access to any of the real property held or improvements owned or leased by the Company and or any of its subsidiaries, reflect in all material respects the rights of the Company except such proceedings and its subsidiaries to exploreactions that, develop individually or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Packageaggregate, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that would not have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

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

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

Title to Property. Except as disclosed in Parent has provided the General Disclosure Package, the Company Buyer with a true and its subsidiaries have complete list of all material (i) good real property and defensible title to all of the interests in oil and gas properties underlying real property owned by the Company’s estimates of its net proved reserves contained in Company or any Subsidiary (the General Disclosure Package “Owned Property”) and (ii) leases, license, subleases, easements and occupancy agreements, together with any amendments, modifications and supplements thereto (the “Leases”) with respect to all real property and interests in real property leased by the Company or any Subsidiary, including the use, street address and owner of each Owned Property. Parent has furnished or made available to Buyer or its representatives a true and complete copy of each Lease (including all amendments, extensions, renewals, guarantees and other agreements with respect thereto). The Company and its Subsidiaries have good and marketable title in fee simple to, or hold pursuant to valid and enforceable leases, all real property and good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themthem which is material to the business of the Company and the Subsidiaries, in each case free and clear of all liensLiens, encumbrances other than Permitted Liens; and defects except such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facility, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries Subsidiaries are held by them under valid, subsisting and enforceable leases, ; with such exceptions as are not material and do not materially interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries, in each case except as described on Schedule 3.20 or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects the rights SEC Documents. None of the Company and its subsidiaries or the Subsidiaries has received any notice from the other party to exploreany Lease of the termination thereof. There is no material default or event that, develop with notice or produce hydrocarbons from such real property in lapse of time or both, would constitute a material default under any Lease on the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf part of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingthe Subsidiaries (nor, to the Company and its subsidiaries have carried out such title investigations in accordance with Knowledge of Parent, on the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operatepart of any other party thereto).